Marvell Technology (MRVL) 10-K risk factor changes: FY2026 vs FY2025

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

- risks related to changes in general macroeconomic conditions such as economic slowdowns, inflation, stagflation, high or rising interest rates, financial institution instability, and [removed: recessions;][added: recessions, as well as risks related to global economic conditions such as the current armed conflict in Israel and the Middle East;]

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

- risks related to our ability to attract, retain and motivate a highly skilled workforce, especially engineering, managerial, sales and marketing [removed: personnel;][added: employees;]

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

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

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

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

In addition, as a result of the fact that the markets for [removed: AI, Cloud] [added: data center] and [removed: 5G] [added: communication products] are still 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: AI, Cloud] [added: data center] and [removed: 5G] [added: communications] markets.

For example, during fiscal [removed: 2025,] [added: 2026,] there were two customers (one distributor and one direct customer) whose revenues represented 10% or more of total net revenue.

In addition, net revenue from our ten (10) largest customers, inclusive of our distributor and direct customers, represented [removed: 81%] [added: 82%] of our total net revenue for [removed: the] fiscal [removed: year ended February 1, 2025.][added: 2026.]

For example, [removed: 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.

Our margin could also be [removed: impacted] [added: impacted,] for [removed: example] [added: 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.

If we need to utilize alternate manufacturing facilities, either in Taiwan or [removed: elsewhere] [added: elsewhere,] we could experience significant expenses and delays in product shipments, which could harm our results of operations.

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

These supply [removed: constraints] [added: challenges] have [removed: impacted, and] in the [removed: future] [added: past, and] may [removed: impact,] [added: in] the [removed: kitting process] [added: future, limited our ability to fully satisfy demand] for [added: some of] our products.

In addition, our [removed: assembly] [added: assembly,] testing and packaging partners may be single sourced and it may be difficult for us to transition to other manufacturing partners for these services.

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

Poor yields from our [added: manufacturing] partners, or defects, integration issues or other performance problems with our products could cause us significant customer relations and business reputation problems, harm our financial performance and result in financial or other damages to our customers.

We also face exposure to potential liability resulting from the fact that our customers typically integrate the semiconductor solutions we sell into numerous consumer [removed: products, including automobiles.][added: products.]

We are exposed to product liability claims if our semiconductor solutions or the consumer products integrated with our semiconductor solutions [removed: (such as automobiles), malfunction and lead to personal injury or death.][added: malfunction.]

Recalls of our customers’ products in certain end-markets, such as with our [removed: automotive and] base station customers, may cause us to incur significant costs.

- the diversion of the attention of our engineering [removed: personnel] [added: employees] from product development efforts;

Regulatory activity, such as tariffs, export controls and sanctions, economic [removed: sanctions] [added: sanctions,] and related laws have in the past and may continue to materially limit our ability to make sales to customers in China, which has in the past and may continue to harm our results of operations, reputation and financial condition.

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

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

While we do not expect these announced restrictions to materially impact us, any export restrictions reducing our ability to [removed: manufacture our products] [added: conduct business] can adversely impact our revenues, profits and results of operations.

For example, the addition of certain companies to the Entity List, which places export restrictions on certain foreign persons or entities by the U.S. Department of Commerce’s Bureau of Industry and [removed: Security,] [added: Security (the “BIS”),] has dampened demand for our products.

In addition, the [removed: U.S. Department of Commerce Bureau of Industry and Security recently] [added: BIS] released new controls on the export of advanced computing and semiconductor manufacturing items to China as well as transactions related to supercomputer end-uses in China with the aim of addressing U.S. national security and foreign policy concerns.

The regulations published in October 2022 [removed: include] [added: included] new restrictions on U.S. persons with respect to activities that are not subject to the Export Administration Regulations (“EAR”), which differs from the agency’s historical approach of controlling items that are subject to the EAR, and the regulations published in October [removed: 2023 impose] [added: 2023, November 2024, and January 2025 expanded the October 2022 rule imposing] additional licensing requirements for exports to China (and certain other countries) of integrated circuits exceeding certain performance [removed: thresholds.][added: thresholds, expanding the jurisdiction of the EAR to more foreign made items in certain cases, amending the definition of advanced node, and adding further entities to the Entity List.]

In January 2025, the AI Diffusion Rule [removed: and the Foundry Due Diligence Rule were] [added: was] issued.

Changes to U.S. or foreign tax, trade policy, [added: government incentives,] tariff and import/export regulations may have a material adverse effect on our business, financial condition and results of operations.

[removed: In addition,] [added: For example, in 2025 and 2026,] the [removed: Trump] [added: current presidential] administration [removed: has recently] announced new tariffs on imports from [added: many countries including] Canada, China and Mexico.

These new tariffs [removed: are not expected to] have [added: not had] a [removed: direct] [added: significant] impact on the Company, however, any new tariffs and other changes in U.S. trade policy could trigger retaliatory actions by affected countries, [removed: and certain foreign governments have instituted or are considering imposing trade sanctions on certain U.S. goods.][added: which may adversely impact our business.]

Sales shipped to customers with operations in Asia represented approximately [removed: 75%] [added: 77%] and [removed: 70%] [added: 75%] of our net revenue in fiscal [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] respectively.

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

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

In addition, the use of our stock to [removed: finance] [added: finance, or partially finance,] an [removed: acquisition,] [added: acquisition such as in our acquisitions of Celestial AI and XConn Technologies,] will result in an increase in the number of outstanding shares and will reduce the ownership percentage of each of our outstanding stockholders.

For example, [added: in October 2024,] the U.S. Federal Trade Commission [removed: recently] announced new [removed: HSR] [added: Hart-Scott-Rodino (“HSR”)] rules that [removed: are expected to] greatly expand disclosure requirements and require significantly more time to prepare filings.

- risks related to the potential impact of AI on our business model and products;

Further, the current level of capital expenditure (capex) on AI infrastructure may not be sustainable over the long term and a significant reduction in AI-related spending will likely harm our financial results.

In addition, in the future our customers may decelerate or reallocate their capital expenditures for other uses, which could delay or reduce the demand for our products and negatively impact our revenue.

In addition, rapidly evolving technologies, including AI, could change the business needs of our customers in the data center and communications markets in ways we are not yet able to predict.

AI systems may make unforeseen or unintended discoveries that may disrupt our customers’ existing products, services, or business strategy and potentially render some of our customers current offerings and products obsolete which may have a material adverse effect on our revenue and profitability.

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

Rapid advances in artificial intelligence (“AI”) and machine learning (“ML”) technologies, including generative AI, could fundamentally alter the semiconductor industry and disrupt our business model and operations.

AI-driven tools and platforms are increasingly being deployed across the integrated circuit (“IC”) development lifecycle, including in chip architecture design, electronic design automation (“EDA”), layout optimization, verification, testing, and process node development.

If AI-enabled efficiencies substantially reduce the complexity, cost, or time required to design, develop, and manufacture semiconductor products, our competitive position could be materially and adversely affected.

AI-driven design tools may lower traditional barriers to entry in the semiconductor industry by enabling new market participants, including technology companies that have not historically engaged in chip design, to develop high-performance, custom semiconductor solutions in-house with reduced reliance on third-party chip suppliers.

This trend toward internal chip development, sometimes referred to as "insourcing" or "vertical integration," could reduce demand for our products and erode our market share.

In particular, large cloud computing providers, automotive original equipment manufacturers, and other technology-focused enterprises have already begun investing in proprietary chip design capabilities, and advancements in AI may accelerate this trend.

AI and ML technologies may enable our existing competitors to achieve design and manufacturing efficiencies that we are unable to match, thereby diminishing or eliminating our current technological or cost advantages.

Competitors that more effectively integrate AI into their IC development workflows may be able to bring products to market faster, at lower cost, or with superior performance characteristics compared to our offerings.

If we fail to adopt and integrate AI technologies into our own design and development processes at a pace consistent with or faster than our competitors, our products could become less competitive, which would have a material adverse effect on our revenue and profitability.

AI-generated efficiencies may compress product development cycles across the industry, which could shorten the useful commercial life of our existing products and reduce the return on our research and development investments.

As AI tools enable more rapid iteration and optimization of chip designs, customers may expect faster product refresh cycles, placing additional pressure on our research and development resources and potentially leading to accelerated inventory obsolescence.

Our investment in AI-related capabilities may not yield the anticipated benefits.

Developing, acquiring, or integrating AI-driven tools and talent into our operations will require significant capital expenditures and operational resources, and there is no assurance that these investments will generate a return sufficient to justify their cost.

Additionally, the deployment of AI technologies in our design and manufacturing processes may introduce new and unforeseen risks, including design errors, security vulnerabilities, intellectual property concerns, and regulatory compliance challenges that could increase our costs, expose us to liability, or delay product launches.

See also, “*Costs related to defective products could have a material adverse effect on us*” and “*Cybersecurity risks could adversely affect our business and disrupt our operations*” for additional information.

AI technologies may disrupt the broader semiconductor supply chain and ecosystem in ways that are difficult to predict.

For example, AI-driven advances in chiplet-based architectures, advanced packaging, or novel materials science could render certain of our existing product lines, manufacturing processes, or intellectual property less valuable or obsolete.

Furthermore, the increasing use of AI in semiconductor design raises complex and evolving questions around intellectual property ownership, patentability, and trade secret protection, and the legal frameworks governing these issues remain uncertain and may develop in ways that are unfavorable to our business.

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

We cannot predict the pace or trajectory of AI development or the extent to which AI-driven disruption will affect the semiconductor industry.

If we are unable to anticipate and adapt to these changes in a timely and effective manner, our business, financial condition, results of operations, and competitive position could be materially and adversely affected.

In addition to the above risks related to economic conditions, the U.S. has implemented a series of tariffs targeting various nations and industries.

These announcements have triggered global reactions, affecting markets, slowing global economic growth, and heightening concerns about broader financial instability.

Tariffs and escalations of trade tensions between the U.S. and its trading partners, especially China, and the decoupling of global economies could result in a global economic slowdown and long-term changes to global trade.

See also, *“Adverse changes in the political, regulatory and economic policies of governments in connection with trade with China and Chinese customers have reduced the demand for our products and damaged our business”* and “*Changes to U.S. or foreign tax, trade policy, government incentives, tariff and import/export regulations may have a material adverse effect on our business, financial condition and results of operations.*”

As trade tensions escalate, our and our customers’ global supply chains may face disruptions, reducing international trade efficiency.

The demand for our custom products also depends on how well they perform in the customer’s intended application.

Even if we execute according to the customer’s specifications, there is no guarantee that the customer’s design will meet their performance needs.

If we do not accurately predict which new product features or requirements our customers will want in the future and adjust our business ahead of time, we could lose market share, face unexpected costs, and accumulate excess inventory, which would negatively affect our business and results of operations.

See also, “*We rely on our customers to design our products into their systems, and the nature of the design process requires us to incur expenses prior to customer commitments to use our products or recognizing revenues associated with those expenses which may adversely affect our financial results*.”

We may depend on our business partners or on other third parties, such as customers and end users, to deploy our mitigations alone or as part of their own mitigations, and they may delay, decline or modify the implementation of such mitigations.

In addition, China has in the past and may in the future use export controls to restrict rare earth minerals, and access to rare earth minerals has been used in the past and could be used in the future as a geopolitical tool in trade negotiations between the United States and China.

While most of our products that are shipped to China are processed and placed into larger systems, after which they are distributed to customers in global markets outside of China, a small portion of our products are shipped into China and remain there.

Then in May 2025, the BIS said it intends to cancel the AI Diffusion Rule and release new rules.

These supply challenges have in the past, and may in the future, limit our ability to fully satisfy demand for some of our products.

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

While we 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, while the Russian invasion of Ukraine (including related export and other business sanctions on Russia) has not had a material impact on us due to our limited sales to Russia and Ukraine, we are unable to predict the indirect impact this conflict will have on us through impacts to the supply chain, the global and domestic economies, interest rates or stock markets.

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, we used a significant portion of our cash and incurred substantial indebtedness in connection with the financing of our acquisition of Inphi, which was completed in fiscal 2022.

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

The U.S. currently has a federal corporate tax rate of 21%.

During December 2022, the European Union reached agreement on the introduction of a minimum tax directive requiring member states to enact local legislation.

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.

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.

In the first quarter of fiscal 2025, our Board of Directors increased our stock repurchase program to add an additional $3.0 billion to that program.

Leveraging leading intellectual property and deep system-level expertise, as well as highly innovative security firmware, our solutions are empowering the data economy and enabling the data [removed: center, enterprise networking, carrier infrastructure, consumer,] [added: center] and [removed: automotive/industrial] [added: communications and other] end markets.

The additional week in a 53-week [removed: year] [added: period] is added to the fourth quarter, making such quarter consist of 14 weeks.

Fiscal [removed: 2025] [added: 2026] and fiscal [removed: 2023] [added: 2025] each had a 52-week period.

Net revenue in fiscal [removed: 2025 was $5.8 billion and] [added: 2026] was [removed: 5%] [added: $8.2 billion, 42%] higher than net revenue of [removed: $5.5] [added: $5.8] billion in fiscal [removed: 2024.][added: 2025.]

This was [added: primarily] due to [removed: an 88%] [added: a 46%] increase in sales from the data center end market [removed: compared to fiscal 2024.][added: which benefited from strong AI-related demand.]

[removed: We have seen strong] [added: Strong] revenue growth from our data center [removed: end market,] [added: market was] driven by [removed: robust] [added: AI-related] demand for our [removed: interconnect and] custom [removed: compute] products [removed: from AI applications.][added: and electro-optics portfolio.]

We [removed: continuously] [added: recognized net restructuring related charges of $15.5 million in fiscal 2026 as we continued to] evaluate our existing operations to increase operational efficiency, decrease costs and increase profitability.

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

As of [removed: February 1, 2025, $2.6] [added: January 31, 2026, $5.5] billion remained available for future stock repurchases.

See “Note [removed: 10] [added: 16] – [removed: Stockholders’ Equity”] [added: Subsequent Events”] in the Notes to Consolidated Financial Statements for [removed: further information.][added: discussions of the acquisitions.]

We returned [removed: $932.5 million] [added: $2.2 billion] to stockholders in fiscal [removed: 2025] [added: 2026] through [removed: $725.0 million] [added: $2.0 billion] in repurchases of [removed: shares of] our common stock and [removed: $207.5] [added: $205.1] million in cash dividends.

*Cash and Short-Term Investments.* Our cash and cash equivalents were [removed: $948.3 million] [added: $2.6 billion] at [removed: February 1, 2025,] [added: January 31, 2026,] which were [removed: $2.5 million lower] [added: $1.7 billion higher] than our balance at February [removed: 3, 2024] [added: 1, 2025] of [removed: $950.8] [added: $948.3] million.

Sales shipped to customers with operations in Asia represented approximately [removed: 75%] [added: 77%] of our net revenue in fiscal [removed: 2025, 70%] [added: 2026, 75%] of our net revenue in fiscal [removed: 2024] [added: 2025] and [removed: 75%] [added: 70%] of our net revenue in fiscal [removed: 2023.][added: 2024.]

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, [added: business combinations,] restructuring, [added: government incentives,] income taxes, litigation, and other contingencies.

Additionally, our estimates of future product demand and [removed: judgement] [added: judgment] to determine excess inventory may prove to be inaccurate, in which case we may have understated or overstated the reduction to the total carrying value of our inventory for excess and obsolete inventory.

*Accounting for Income Taxes.* We estimate our income taxes in [removed: each of] the jurisdictions in which we operate.

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 significantly different than the amounts previously included in our income tax expense [removed: and] [added: and,] therefore, could have a significant effect on our tax provision, results of operations, and cash flows.

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

As of the last day of the fourth quarter of fiscal [removed: 2025,] [added: 2026,] we performed our annual impairment assessment for testing goodwill.

*Business Combinations.* We allocate the fair value of the purchase [removed: consideration] [added: consideration, including any contingent consideration,] of a business acquisition to the tangible assets, liabilities, and intangible assets acquired, including in-process research and development (“IPR&D”), based on their estimated fair values.

Years Ended [removed: February 1, 2025] [added: January 31, 2026] and February [removed: 3, 2024][added: 1, 2025]

| | | | [removed: February 1, 2025] [added: January 31, 2026] | | | | | | February [removed: 3, 2024] [added: 1, 2025] | | | | | | | | |

| Cost of goods sold | | | [removed: 58.7] [added: 49.0] | | | | | | [removed: 58.4] [added: 58.7] | | | | | | | | |

| Gross profit | | | [removed: 41.3] [added: 51.0] | | | | | | [removed: 41.6] [added: 41.3] | | | | | | | | |

| Research and development | | | [removed: 33.9] [added: 25.3] | | | | | | [removed: 34.4] [added: 33.9] | | | | | | | | |

| Selling, general and administrative | | | [removed: 13.8] [added: 9.4] | | | | | | [removed: 15.1] [added: 13.8] | | | | | | | | |

| Restructuring related [removed: charges] [added: charges, net] | | | [removed: 6.1] [added: 0.2] | | | | | | [removed: 2.4] [added: 6.1] | | | | | | | | |

| Total operating expenses | | | [removed: 53.8] [added: 34.9] | | | | | | [removed: 51.9] [added: 53.8] | | | | | | | | |

| Operating [removed: loss] [added: income (loss)] | | | [removed: (12.5)] [added: 16.1] | | | | | | [removed: (10.3)] [added: (12.5)] | | | | | | | | |

| Interest and other [removed: loss,] [added: income (loss),] net | | | [removed: (3.0)] [added: 21.1] | | | | | | [removed: (3.4)] [added: (3.0)] | | | | | | | | |

| [removed: Loss] [added: Income (loss)] before income taxes | | | [removed: (15.5)] [added: 37.2] | | | | | | [removed: (13.7)] [added: (15.5)] | | | | | | | | |

| Provision (benefit) for income taxes | | | [removed: (0.2)] [added: 4.6] | | | | | | [removed: 3.2] [added: (0.2)] | | | | | | | | |

| Net [removed: loss] [added: income (loss)] | | | [removed: (15.3)] [added: 32.6] | | % | | | | [removed: (16.9)] [added: (15.3)] | | % | | | | | | |

| | | | [removed: February 1, 2025] [added: January 31, 2026] | | | | | | February [removed: 3, 2024] [added: 1, 2025] | | | | | | % [removed: Change in] [added: Change in] fiscal [removed: 2025] [added: 2026] | | |

| | | | (in millions, except [removed: percentage)] [added: percentages)] | | | | | | | | | | | | | | |

| Net revenue | | | $ | [removed: 5,767.3] [added: 8,194.6] | | | | | $ | [removed: 5,507.7] [added: 5,767.3] | | | | | [removed: 4.7] [added: 42.1%] | | [removed: %] |

Our net revenue for fiscal [removed: 2025] [added: 2026] increased by [removed: $259.6 million] [added: $2.4 billion] compared to net revenue for fiscal [removed: 2024.][added: 2025.]

This was [removed: primarily] due to [removed: an 88% increase] [added: increases] in sales from the data center end market [removed: which benefited] [added: by 46% and] from [removed: strong AI demand.][added: the communications and other end market by 31%.]

| | | | [removed: February 1, 2025] [added: January 31, 2026] | | | | | | February [removed: 3, 2024] [added: 1, 2025] | | | | | | % Change in fiscal [removed: 2025] [added: 2026] | | |

| Cost of goods sold | | | $ | [removed: 3,385.1] [added: 4,013.9] | | | | | $ | [removed: 3,214.1] [added: 3,385.1] | | | | | [removed: 5.3] [added: 18.6%] | | [removed: %] |

The increase was partially offset by a decrease in sales from our automotive ethernet product portfolio due to the divestiture of our automotive ethernet business at the beginning of the third quarter of fiscal 2026.

Additionally, following a period of inventory correction, we have continued to see revenue recovery in our communication and other end market growing significantly compared to fiscal 2025.

On August 14, 2025, we completed the sale of our automotive ethernet business to Infineon Technologies AG for $2.5 billion in cash.

During the third quarter of fiscal 2026, we recorded a pre-tax gain on sale of $1.8 billion, which is included in interest income and other, net in the Consolidated Statements of Operations.

Subsequent to our fiscal 2026 year end, on February 2, 2026, we completed the previously announced acquisition of Celestial AI, Inc. (“Celestial”), a provider of a Photonic FabricTM technology platform purpose-built for next-generation scale-up interconnect.

The acquisition of Celestial is expected to accelerate our connectivity strategy for next-generation AI and cloud data centers.

At acquisition close, we paid approximately $1.3 billion in cash (or $1.0 billion, net of cash acquired of approximately $300.0 million) and issued approximately 24.5 million shares of our common stock.

Contingent on the achievement of specified revenue milestones, we may be required to pay additional cash and issue additional shares of our common stock through fiscal 2029.

Subsequent to our fiscal 2026 year end, on February 10, 2026, we completed the previously announced acquisition of XConn Technologies Holdings, Ltd. (“XConn”), a provider of advanced PCIe and CXL switching silicon, which expands our switching portfolio and augments our Ultra Accelerator Link (“UALinkTM”) scale-up switch team.

At acquisition close, we paid approximately $280.0 million in cash and issued approximately 2.1 million shares of our common stock.

We continue to monitor the environment for potential long-term impact on supply and demand from tariffs.

On May 1, 2025, we received notification that our application for government incentives in a foreign jurisdiction in which we operate had been approved by the necessary government agencies.

For the duration of the incentive period from February 2, 2025, through February 1, 2030, qualifying expenditures and certain qualifying purchases will result in the generation of credits that will reduce qualifying cost of sales and operating expenses by the incentives earned, and the credits may be used to offset income taxes payable or be refunded in cash.

We believe there is reasonable assurance that we will meet the conditions of the incentive agreement and that the credits will ultimately be received and thus have recognized benefits associated with qualifying expenditures incurred in the current fiscal year.

Ultimate realization of the incentives is subject to satisfying certain minimum investment levels over the course of the incentive period and government agency reviews and audits of qualifying expenditures.

We cannot guarantee that we will achieve the agreed upon investment levels over the incentive period and any failure to meet these investment levels or any change in the current law or government regulations may result in a clawback of some or all of the incentives and a corresponding reversal of any benefit recognized.

On September 24, 2025, we executed an accelerated share repurchase agreement (“ASR Agreement”) with a counterparty financial institution to repurchase shares of our common stock in exchange for an upfront payment of $1.0 billion.

During fiscal 2026, we repurchased 26.6 million shares of our common stock for $2.0 billion.

The accounting for business combinations requires management to make significant estimates and assumptions, especially with respect to the fair value of intangible assets and contingent consideration, in which we typically use the income approach methodology.

Critical estimates used for the valuation of acquired intangible assets can include, but are not limited to, forecasted revenue, expenses, capital expenditures and other costs, and discount rates.

Critical estimates used for the valuation of contingent consideration can include, but are not limited to, probability of achievement, stock price, performance period, volatility and other relevant assumptions.

Sales from the communications and other end market also increased by 31%, which has continued to recover due to normalizing customer inventory levels and strong adoption of our products, partially offset by a decrease in sales from our automotive ethernet product portfolio due to the divestiture of our automotive ethernet business at the beginning of the third quarter of fiscal 2026.

The decrease in cost of goods sold as a percentage of net revenue was also due to better cost absorption driven by higher revenues, partially offset by a shift in product mix.

| | | | January 31, 2026 | | | | | | February 1, 2025 | | | | | | % Change in fiscal 2026 | | |

The increase was primarily due to higher overall spending to support our R&D initiatives, including advanced IP development and customer design win activity.

| | | | January 31, 2026 | | | | | | February 1, 2025 | | | | | | % Change in fiscal 2026 | | |

The decrease was primarily due to lower amortization expense for acquired intangible assets.

| | | | January 31, 2026 | | | | | | February 1, 2025 | | | | | | | | |

| | | | January 31, 2026 | | | | | | February 1, 2025 | | | | | | % Change in fiscal 2026 | | |

*Not meaningful.

The change was primarily due to the $1.8 billion gain on sale of our automotive ethernet business in the third quarter of fiscal 2026.

| | | | January 31, 2026 | | | | | | February 1, 2025 | | | | | | % Change in fiscal 2026 | | |

*Not meaningful.

The increase in our income tax expense for fiscal 2026 as compared to our income tax benefit for fiscal 2025 was driven by an increase in earnings, which includes the gain on the sale of our automotive ethernet business in fiscal 2026, against losses in fiscal 2025.

The One Big Beautiful Bill Act of 2025 (the “2025 Tax Act”) was signed into law on July 4, 2025.

The 2025 Tax Act makes permanent key elements of the 2017 Tax Cuts and Jobs Act, including domestic research cost expensing, 100% bonus depreciation and makes modifications to the U.S. International tax framework.

Our tax provision for the January 31, 2026 period includes the impact of the 2025 Tax Act.

We will continue to evaluate the impact of the 2025 Tax Act on our income taxes.

As a result of this legislation, our foreign earnings are generally subject to a minimum tax rate of 15%.

On January 5, 2026, the OECD released a comprehensive package of administrative guidance, including the “side-by-side system” that exempts U.S. parented multinational businesses from certain provisions of Pillar Two, specifically the Income Inclusion Rule and the Undertaxed Profits Rule.

The increase was partially offset by decreases 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%.

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

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.

*Restructuring*.

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.

On March 7, 2024, we announced that our Board of Directors authorized a $3.0 billion addition to the balance of our existing stock repurchase program.

During the year ended February 1, 2025, we repurchased 9.0 million shares of our common stock for $725.0 million.

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

Our valuation of acquired assets and assumed liabilities requires significant estimates, especially with respect to intangible assets.

The valuation of intangible assets, in particular, requires that we use valuation techniques such as the income approach.

The income approach includes the use of a discounted cash flow model, which includes discounted cash flow scenarios and requires the following significant estimates: future expected revenue, expenses, capital expenditures and other costs, and discount rates.

Acquisition-related expenses and related restructuring costs are recognized separately from the business combination and are expensed as incurred.

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 2024 was impacted by charges for product related claim matters, that were fully resolved in the fourth quarter of fiscal 2024.

The increase was primarily due to $34.0 million of higher employee compensation and related costs and $33.1 million of higher engineering design related costs.

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

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.

The overall decrease was primarily due to a decrease in expense associated with our employee stock purchase plan.

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.

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.

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

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

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.

As of February 1, 2025, we had total borrowings outstanding of $4.1 billion, consisting of $3.5 billion of senior notes outstanding and $590.6 million outstanding under the 2026 Term Loan.

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 timing of billing and collections and the impact of factoring of receivables.

The decrease in inventory was a result of utilizing previously built buffers.

The increase in prepaid expenses and other assets was primarily due to prepayments on supply capacity reservation agreements net of refunds, and an increase in ship and debit reserve.

Net cash used in investing activities of $350.5 million in fiscal 2024 was primarily driven by the purchases of property and equipment of $336.3 million.

There were no such investments on hand at [removed: February 1, 2025,] [added: January 31, 2026,] aside from cash and cash equivalents.

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

With our outstanding debt, we are exposed to various forms of market risk.

With our outstanding debt, we are exposed to various forms of market risk, including the potential losses arising from adverse changes in interest rates on our outstanding 2026 Term Loan.

See “Note 7 – Debt” in the Notes to Consolidated Financial Statements for further information.

A hypothetical increase or decrease in the interest rate by 1 percentage point could result in an increase or decrease in annual interest expense by approximately $5.1 million.

Leveraging leading intellectual property and deep system-level expertise, as well as highly innovative security firmware, our solutions are empowering the data economy and enabling the data [removed: center, enterprise networking, carrier infrastructure, consumer,] [added: center] and [removed: automotive/industrial] [added: communications and other] end markets.

Our product solutions serve [removed: five large] [added: two] end markets: (i) data [removed: center,] [added: center and] (ii) [removed: enterprise networking, (iii) carrier infrastructure, (iv) consumer,] [added: communications] and [removed: (v) automotive/industrial.][added: other.]

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

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

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

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

| | | | [removed: February 1, 2025] [added: January 31, 2026] | | | | | | % of Total | | | | | | February [removed: 3, 2024] [added: 1, 2025] | | | | | | % of Total | | | | | | [removed: January 28, 2023] [added: February 3, 2024] | | | | | | % of Total | | |

| Data center | | | $ | [removed: 4,164.2] [added: 6,100.3] | | | | | [removed: 72] [added: 74] | | % | | | | $ | [removed: 2,216.7] [added: 4,164.2] | | | | | [removed: 40] [added: 72] | | % | | | | $ | [removed: 2,408.8] [added: 2,216.7] | | | | | [removed: 41] [added: 40] | | % |

| Total | | | $ | [removed: 5,767.3] [added: 8,194.6] | | | | | | | | | | | $ | [removed: 5,507.7] [added: 5,767.3] | | | | | | | | | | | $ | [removed: 5,919.6] [added: 5,507.7] | | | | | | | |

We categorize revenue from our [removed: five] [added: two] end markets by using a number of data points, including the type of customer purchasing the product, the function of our product being sold, and our knowledge of the end customer product or application into which our product will be incorporated.

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

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

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

Our Ethernet solutions address a wide variety of end-customer data infrastructure products from small, high-reliability [removed: automotive] sub-systems to large, high-performance modular enterprise and data center solutions.

Our Prestera and [removed: Teralynx] [added: Teralynx®] Ethernet switches integrate market-optimized innovative features, such as advanced tunneling and routing, high throughput forwarding, and packet processing that make networks more effective at delivering content with [removed: low-latency] [added: low latency] and [removed: high-reliability.][added: high reliability.]

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

These key technologies enable our controllers to be optimized performance-power solutions and to help our [removed: customers] [added: customers’] high-efficient storage products.

Like our HDD controllers, our SSD controllers support all the high-volume SSD host system interfaces, including SAS, SATA, [removed: peripheral component interconnect express (“PCIe”),] [added: PCIe,] non-volatile memory express (“NVMe”) and NVMe over Fabrics (“NVMe-oF”).

| | | | [removed: February 1, 2025] [added: January 31, 2026] | | | | | | February [removed: 3, 2024] [added: 1, 2025] | | | | | | [removed: January 28, 2023] [added: February 3, 2024] | | |

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

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

We devote a [removed: significant] [added: sizable] portion of our resources to expanding our product portfolio based on a broad intellectual property portfolio with designs that are intended to enable high-performance, reliable communications over a variety of physical transmission [removed: media.][added: media including silicon photonics and opto-electronics.]

We are [removed: also] focused on incorporating functions currently provided by stand-alone integrated circuits into our integrated platform solutions to reduce our customers’ overall system costs.

Our portfolio of products is based on foundational intellectual property on leading edge Advanced CMOS processes in [removed: 5nm] [added: 5nm, 3nm, 2nm] and [removed: 3nm.][added: 1.4nm (A14 node).]

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

As of [removed: February 1, 2025,] [added: January 31, 2026,] 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: 2025] [added: 2026] to [removed: 2045,] [added: 2046,] 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.

Companies that compete directly with our businesses include, but are not limited to, Advanced Micro Devices, Inc. (“AMD”), Alchip Technologies (“Alchip”), [removed: Alphawave Semi (“Alphawave”),] Astera Labs, Inc., [added: Ayar Labs, Inc. (“Ayar Labs”),] Broadcom Inc. (“Broadcom”), Cisco Systems, Inc. (“Cisco”), Credo Technology Group Holding Ltd, Intel Corporation, Global Unichip Corporation (“GUC”), [added: Lightmatter, Inc. (“Lightmatter”),] 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., [added: Ranovus Inc. (“Ranovus”),] 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.

The Company employed [removed: 7,042] [added: 7,480] people as of [removed: February 1, 2025.][added: January 31, 2026.]

Our employees [removed: sit] [added: are located] across three geographical regions: [removed: 50%] [added: 49%] of employees are based in the Americas, [removed: 39%] [added: 42%] are in APAC (which includes India) and [removed: 11%] [added: 9%] are in EMEA.

[removed: Marvell’s] [added: Our] Core Behaviors lay the foundation of our culture and are centered around four key aspects:

This strategy helps provide us with a diversity of knowledge and [removed: unique approaches] [added: thought] to [removed: solving technological challenges.][added: add to our culture of innovation.]

We are actively focused on retaining our people through our rewards, benefits, employee engagement and development programs, as well as by fostering an inclusive culture [removed: where our employees feel appreciated] and [removed: purposeful.][added: focusing on employee wellness and safety.]

Our global voluntary turnover rate for fiscal [removed: 2025] [added: 2026] was approximately [removed: 5%.][added: 7%.]

We [removed: also] measure levels of engagement through our annual Voice of the Employee Survey, [removed: which helps us better] [added: and we use the results to] understand employee needs and [removed: opportunities] [added: areas] for [removed: improvement, and to develop action plans to address them.][added: improvement.]

[removed: Marvell’s] [added: Our President and] Chief Operating Officer [removed: (the “COO”)] [added: (“COO”)] is the executive sponsor of the Thriving Organization [removed: -] [added: –] Environment Working Group and has overall responsibility at the executive level for climate strategy across our facilities globally.

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

Recent Developments

On August 14, 2025, we completed the sale of our automotive ethernet business to Infineon Technologies AG for $2.5 billion in cash.

In connection with the transaction, during the third quarter of fiscal 2026, we recorded a pre-tax gain on sale of $1.8 billion.

Subsequent to our fiscal 2026 year end, on February 2, 2026, we completed the previously announced acquisition of Celestial AI, Inc. (“Celestial”), a provider of a Photonic FabricTM technology platform purpose-built for next-generation scale-up interconnect.

The acquisition of Celestial is expected to accelerate our connectivity strategy for next-generation AI and cloud data centers.

At acquisition close, we paid approximately $1.3 billion in cash (or $1.0 billion, net of cash acquired of approximately $300.0 million) and issued approximately 24.5 million shares of our common stock.

Contingent on the achievement of specified revenue milestones, we may be required to pay additional cash and issue additional shares of our common stock through fiscal 2029.

Subsequent to our fiscal 2026 year end, on February 10, 2026, we completed the previously announced acquisition of XConn Technologies Holdings, Ltd. (“XConn”), a provider of advanced PCIe and CXL switching silicon, which expands our switching portfolio and augments our Ultra Accelerator LinkTM (“UALinkTM”) scale-up switch team.

At acquisition close, we paid approximately $280.0 million in cash and issued approximately 2.1 million shares of our common stock.

These customer products and applications were divested as part of the automotive ethernet business sale on August 14, 2025.*

Beginning in the fourth quarter of fiscal 2026, we consolidated revenue previously reported separately as enterprise networking, carrier infrastructure, consumer and automotive/industrial end markets into a new communications and other end market, as shown below.

The composition of our data center end market remains unchanged.

| Communications and other | | | 2,094.3 | | | | | | 26 | | % | | | | 1,603.1 | | | | | | 28 | | % | | | | 3,291.0 | | | | | | 60 | | % |

In addition, we are developing Ultra Accelerator LinkTM (“UALinkTM”) switches and Ethernet for Scale-Up Networking (“ESUN”) switches for the emerging scale-out AI market.

The acquisition of Celestial further extends our interconnect portfolio with the addition of their Photonic FabricTM solutions and XConn further extends our switch portfolio with the addition of their peripheral component interconnect express (“PCIe”) and compute express link (“CXL") switches.

We have added Photonic FabricTM solutions from the acquisition of Celestial AI.

Our solutions are purpose-built for scale-out networking enabling large AI clusters to scale both within and across racks using a high-bandwidth, low latency, low power and cost-effective optical fabric.

In addition to exceptionally low power consumption, our solutions provide nano-second-class latency and excellent thermal stability which enable deeper levels of optical interconnectivity into merchant and custom GPUs, CPUs, and switch systems.

Our first-generation product is a Photonic FabricTM chiplet, which integrates all the required electrical and optical components, including drivers, TIAs, equalizers, SerDes, microcontrollers, modulators, photodiodes, and waveguides, into a compact form factor.

*Scale-Up Switches*

To address increased performance and fabric-scaling demands of AI datacenter scale-up networking, we are committed to develop new classes of UALinkTM and ESUN switch fabrics, which leverage our high-bandwidth Teralynx switch architecture and advanced 224G SerDes technology.

These classes of scale-up switches are architected to provide extreme bandwidth, low power, ultra-low latency and high radix port counts, enabling both CPC and CPO inter and intra rack connectivity needed for next generation, compute intensive AI centric fabric architecture.

*PCIe and CXL Switches*

With the acquisition of XConn, we have expanded our portfolio to include a complete suite of PCIe and CXL connectivity solutions, spanning both re-timers and high-performance switches.

While PCIe switching has long been foundational to traditional computing architectures, it is now evolving into a critical enabler for multi-host connectivity, composable infrastructure, and rack-scale accelerator expansion.

In parallel, CXL has become essential for memory pooling, coherency, and disaggregation, addressing the substantial memory bandwidth and capacity demands of large-scale AI models.

Our high radix PCIe and CXL switches, derived from XConn’s advanced fabric architecture, are built on an ultra-latency fabric architecture that supports both multi-level switching and flexible fabric topology (mesh, dragonfly, 3D torus) enabling cache-coherent connectivity extended across racks.

| Customer A | | | 14% | | | | | | 13% | | | | | | * | | |

| Distributor A | | | 37% | | | | | | 34% | | | | | | 24% | | |

We are developing advanced products at 2nm, 1.4nm, and smaller geometries featuring gate-all-around transistor design and will leverage innovations in the areas of back side power delivery in 1.4nm.

To enable the cutting-edge advances our sector requires, we have a range of programs to attract and retain the best talent.

We invest in programs and partnerships that enable a strong pipeline of early career professionals.

We understand that employees are more likely to stay at companies that offer opportunities for growth and development.

As a result, we offer extensive training, mentorship and mobility opportunities, no matter the path that employees wish to take.

The majority of our employees are engineers and technical professionals, and we offer customized programs to this group of employees.

We strive to build a workplace where every individual feels valued, authentically themselves and empowered to contribute their unique insights and talents.

Together, we create a thriving environment of belonging that drives innovation, collaboration and excellence.

When employees are healthy and supported, they thrive and are ready to do their best work.

We believe we can help by providing competitive benefits to sustain overall wellness.

We are committed to providing safe and healthy workplaces for our employees, contractors and visitors, through a risk-based approach to identifying and addressing health and safety hazards.

| Enterprise networking | | | 626.4 | | | | | | 11 | | % | | | | 1,228.4 | | | | | | 22 | | % | | | | 1,369.2 | | | | | | 23 | | % |

| Carrier infrastructure | | | 338.2 | | | | | | 6 | | % | | | | 1,051.9 | | | | | | 19 | | % | | | | 1,084.0 | | | | | | 18 | | % |

| Consumer | | | 316.1 | | | | | | 5 | | % | | | | 622.4 | | | | | | 11 | | % | | | | 701.1 | | | | | | 12 | | % |

| Automotive/industrial | | | 322.4 | | | | | | 6 | | % | | | | 388.3 | | | | | | 8 | | % | | | | 356.5 | | | | | | 6 | | % |

For the automotive market, we offer an automotive-grade portfolio of Brightlane Ethernet physical-layer transceivers, bridges and switches supporting speeds from 100Mbps to 10Gbps with enhanced safety and security features required for today’s and tomorrow’s in-vehicle networks.

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

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

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

| Distributor A | | | 34 | | % | | | | 24 | | % | | | | 20 | | % |

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.

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

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

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

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

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

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.

At Marvell, we strive to create a workplace where every employee, regardless of background, feels respected and valued for who they are as an individual.

This is a Core Behavior that guides our work.

We also believe that an inclusive culture brings unique value to the work we do, as individuals and as a company.

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.

Everyone deserves a safe workplace and this includes our employees, contractors and visitors.

We recognize the importance of preventing and addressing any risks that may occur.

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.

Nurturing the health of our company and teams starts with listening to and engaging with our employees globally.

Recognizing that listening to our employees is critical to identifying opportunities to enhance our culture, we consistently look for new ways to solicit employees’ feedback.

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.

For a discussion of certain risks associated with legal proceedings, [removed: please] see [removed: Part I,] Item 1A, “Risk Factors” above.

For the fiscal year ended [removed: February 1, 2025][added: January 31, 2026]

[removed: ][added: ]

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was [removed: $51,191,375,327] [added: $64,119,895,583] based upon the closing price of [removed: $59.25] [added: $74.45] per share on the Nasdaq Global Select Market on August [removed: 2, 2024] [added: 1, 2025] (the last business day of the registrant’s most recently completed second quarter).

As of March [removed: 5, 2025,] [added: 4, 2026,] there were [removed: 866.1] [added: 874.3] 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: 2025] [added: 2026] 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](#i61ae024be9f8482fab7e89a5249d5267_16)] [added: [Business](#i83cf272c488e403faa999e41ed907ad9_13)] | | | [removed: [3](#i61ae024be9f8482fab7e89a5249d5267_16)] [added: [3](#i83cf272c488e403faa999e41ed907ad9_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i61ae024be9f8482fab7e89a5249d5267_19)] [added: Factors](#i83cf272c488e403faa999e41ed907ad9_19)] | | | [removed: [14](#i61ae024be9f8482fab7e89a5249d5267_19)] [added: [15](#i83cf272c488e403faa999e41ed907ad9_19)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i61ae024be9f8482fab7e89a5249d5267_22)] [added: Comments](#i83cf272c488e403faa999e41ed907ad9_22)] | | | [removed: [40](#i61ae024be9f8482fab7e89a5249d5267_22)] [added: [43](#i83cf272c488e403faa999e41ed907ad9_22)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#i61ae024be9f8482fab7e89a5249d5267_25)] [added: [Cybersecurity](#i83cf272c488e403faa999e41ed907ad9_25)] | | | [removed: [40](#i61ae024be9f8482fab7e89a5249d5267_25)] [added: [43](#i83cf272c488e403faa999e41ed907ad9_25)] | | |

| Item 2. | | | [removed: [Properties](#i61ae024be9f8482fab7e89a5249d5267_28)] [added: [Properties](#i83cf272c488e403faa999e41ed907ad9_28)] | | | [removed: [42](#i61ae024be9f8482fab7e89a5249d5267_28)] [added: [45](#i83cf272c488e403faa999e41ed907ad9_28)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i61ae024be9f8482fab7e89a5249d5267_31)] [added: Proceedings](#i83cf272c488e403faa999e41ed907ad9_31)] | | | [removed: [42](#i61ae024be9f8482fab7e89a5249d5267_31)] [added: [45](#i83cf272c488e403faa999e41ed907ad9_31)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i61ae024be9f8482fab7e89a5249d5267_34)] [added: Disclosures](#i83cf272c488e403faa999e41ed907ad9_34)] | | | [removed: [42](#i61ae024be9f8482fab7e89a5249d5267_34)] [added: [45](#i83cf272c488e403faa999e41ed907ad9_34)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i61ae024be9f8482fab7e89a5249d5267_40)] [added: Securities](#i83cf272c488e403faa999e41ed907ad9_40)] | | | [removed: [43](#i61ae024be9f8482fab7e89a5249d5267_40)] [added: [46](#i83cf272c488e403faa999e41ed907ad9_40)] | | |

| Item 6. | | | [removed: [\[Reserved\]](#i61ae024be9f8482fab7e89a5249d5267_43)] [added: [\[Reserved\]](#i83cf272c488e403faa999e41ed907ad9_43)] | | | [removed: [45](#i61ae024be9f8482fab7e89a5249d5267_43)] [added: [48](#i83cf272c488e403faa999e41ed907ad9_43)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i61ae024be9f8482fab7e89a5249d5267_46)] [added: Operations](#i83cf272c488e403faa999e41ed907ad9_46)] | | | [removed: [46](#i61ae024be9f8482fab7e89a5249d5267_46)] [added: [49](#i83cf272c488e403faa999e41ed907ad9_46)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i61ae024be9f8482fab7e89a5249d5267_61)] [added: Risk](#i83cf272c488e403faa999e41ed907ad9_61)] | | | [removed: [56](#i61ae024be9f8482fab7e89a5249d5267_61)] [added: [60](#i83cf272c488e403faa999e41ed907ad9_61)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i61ae024be9f8482fab7e89a5249d5267_64)] [added: Data](#i83cf272c488e403faa999e41ed907ad9_64)] | | | [removed: [57](#i61ae024be9f8482fab7e89a5249d5267_64)] [added: [61](#i83cf272c488e403faa999e41ed907ad9_64)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i61ae024be9f8482fab7e89a5249d5267_145)] [added: Disclosure](#i83cf272c488e403faa999e41ed907ad9_145)] | | | [removed: [97](#i61ae024be9f8482fab7e89a5249d5267_145)] [added: [104](#i83cf272c488e403faa999e41ed907ad9_145)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i61ae024be9f8482fab7e89a5249d5267_148)] [added: Procedures](#i83cf272c488e403faa999e41ed907ad9_148)] | | | [removed: [97](#i61ae024be9f8482fab7e89a5249d5267_148)] [added: [104](#i83cf272c488e403faa999e41ed907ad9_148)] | | |

| Item 9B. | | | [Other [removed: Information](#i61ae024be9f8482fab7e89a5249d5267_151)] [added: Information](#i83cf272c488e403faa999e41ed907ad9_151)] | | | [removed: [98](#i61ae024be9f8482fab7e89a5249d5267_151)] [added: [105](#i83cf272c488e403faa999e41ed907ad9_151)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i61ae024be9f8482fab7e89a5249d5267_157)] [added: Inspections](#i83cf272c488e403faa999e41ed907ad9_157)] | | | [removed: [98](#i61ae024be9f8482fab7e89a5249d5267_157)] [added: [105](#i83cf272c488e403faa999e41ed907ad9_157)] | | |

| [PART [removed: III](#i61ae024be9f8482fab7e89a5249d5267_163)] [added: III](#i83cf272c488e403faa999e41ed907ad9_163)] | | | | | | | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i61ae024be9f8482fab7e89a5249d5267_166)] [added: Governance](#i83cf272c488e403faa999e41ed907ad9_166)] | | | [removed: [100](#i61ae024be9f8482fab7e89a5249d5267_166)] [added: [107](#i83cf272c488e403faa999e41ed907ad9_166)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i61ae024be9f8482fab7e89a5249d5267_169)] [added: Compensation](#i83cf272c488e403faa999e41ed907ad9_169)] | | | [removed: [100](#i61ae024be9f8482fab7e89a5249d5267_169)] [added: [107](#i83cf272c488e403faa999e41ed907ad9_169)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related [removed: S](#i61ae024be9f8482fab7e89a5249d5267_172)[tock](#i61ae024be9f8482fab7e89a5249d5267_172)[holder Matters](#i61ae024be9f8482fab7e89a5249d5267_172)] [added: S](#i83cf272c488e403faa999e41ed907ad9_172)[tock](#i83cf272c488e403faa999e41ed907ad9_172)[holder Matters](#i83cf272c488e403faa999e41ed907ad9_172)] | | | [removed: [100](#i61ae024be9f8482fab7e89a5249d5267_172)] [added: [107](#i83cf272c488e403faa999e41ed907ad9_172)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i61ae024be9f8482fab7e89a5249d5267_175)] [added: Independence](#i83cf272c488e403faa999e41ed907ad9_175)] | | | [removed: [101](#i61ae024be9f8482fab7e89a5249d5267_175)] [added: [108](#i83cf272c488e403faa999e41ed907ad9_175)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i61ae024be9f8482fab7e89a5249d5267_178)] [added: Services](#i83cf272c488e403faa999e41ed907ad9_178)] | | | [removed: [101](#i61ae024be9f8482fab7e89a5249d5267_178)] [added: [108](#i83cf272c488e403faa999e41ed907ad9_178)] | | |

| [PART [removed: IV](#i61ae024be9f8482fab7e89a5249d5267_181)] [added: IV](#i83cf272c488e403faa999e41ed907ad9_181)] | | | | | | | | |

| Item 15. | | | [removed: [Exhibits](#i61ae024be9f8482fab7e89a5249d5267_184) [and](#i61ae024be9f8482fab7e89a5249d5267_184)] [added: [Exhibits](#i83cf272c488e403faa999e41ed907ad9_184) [and](#i83cf272c488e403faa999e41ed907ad9_184)] [Financial Statement [removed: Schedules](#i61ae024be9f8482fab7e89a5249d5267_184)] [added: Schedules](#i83cf272c488e403faa999e41ed907ad9_184)] | | | [removed: [102](#i61ae024be9f8482fab7e89a5249d5267_184)] [added: [109](#i83cf272c488e403faa999e41ed907ad9_184)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i61ae024be9f8482fab7e89a5249d5267_187)] [added: Summary](#i83cf272c488e403faa999e41ed907ad9_187)] | | | [removed: [106](#i61ae024be9f8482fab7e89a5249d5267_187)] [added: [113](#i83cf272c488e403faa999e41ed907ad9_187)] | | |

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

- risks related to changes in general macroeconomic conditions such as economic slowdowns, inflation, stagflation, high or rising interest rates, financial institution instability, and [removed: recessions;][added: recessions, as well as risks related to global economic conditions such as the current armed conflict in Israel and the Middle East;]

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

- risks related to our ability to attract, retain and motivate a highly skilled workforce, especially engineering, managerial, sales and marketing [removed: personnel;][added: employees;]

*Additional factors [removed: that] [added: which] could cause actual results to differ materially include the risks discussed in Part I, Item 1A, “Risk Factors.” These forward-looking statements speak only as of the date hereof.

| [PART I](#i83cf272c488e403faa999e41ed907ad9_10) | | | | | | | | |

| [PART II](#i83cf272c488e403faa999e41ed907ad9_37) | | | | | | | | |

| | | | [Signatures](#i83cf272c488e403faa999e41ed907ad9_190) | | | [114](#i83cf272c488e403faa999e41ed907ad9_190) | | |

| | | | [Schedule II](#i83cf272c488e403faa999e41ed907ad9_193) | | | [116](#i83cf272c488e403faa999e41ed907ad9_193) | | |

- risks related to the potential impact of AI on our business model and products;

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

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

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

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

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

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

[removed: We also] [added: To augment our capabilities, we] engage [added: select] third-party providers to [removed: bolster] [added: enhance] our cybersecurity risk management and strategy.

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

We operate an internal Security Operations Center (SOC) responsible for continuous threat monitoring, detection, and response.

These partners provide specialized expertise, including advanced threat intelligence, security assessments, and forensic support as needed.

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

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

The following table presents the approximate square footage of our significant owned and leased facilities as of [removed: February 1, 2025:][added: January 31, 2026:]

| United States | | | | | | Research and design, sales and marketing, administration and operations | | | | | | 983,000 | | | | | | [removed: 430,000] [added: 482,000] | | |

| India | | | | | | Research and design | | | | | | — | | | | | | [removed: 311,000] [added: 418,000] | | |

| Israel | | | | | | Research and design | | | | | | — | | | | | | [removed: 187,000] [added: 171,000] | | |

| Taiwan | | | | | | Research and [removed: design] [added: design, and sales and marketing] | | | | | | — | | | | | | [removed: 113,000] [added: 63,000] | | |

| Canada | | | | | | [removed: Research] [added: Operations,] and [added: research and] design | | | | | | — | | | | | | [removed: 97,000] [added: 90,000] | | |

| Singapore | | | | | | Operations, and research and design | | | | | | — | | | | | | [removed: 93,000] [added: 142,000] | | |

| [removed: China] [added: Vietnam] | | | | | | Research and [removed: design, and sales and marketing] [added: design] | | | | | | [removed: 116,000] [added: —] | | | | | | [removed: 14,000] [added: 99,000] | | |

(1)Lease terms expire in various years from [removed: 2025] [added: 2026] through [removed: 2037;] [added: 2036;] provided, however, that we have the option to extend certain leases past the current lease term.

Based on the potential for future hiring, we believe that our current facilities in most locations will be adequate to meet our requirements at least through the next fiscal [removed: year.][added: year and that suitable additional or alternative space will be available as needed to accommodate ongoing operations and any such growth.]

| Argentina | | | | | | Research and design | | | | | | — | | | | | | 50,000 | | |

| | | | | | | Total | | | | | | 983,000 | | | | | | 1,515,000 | | |

| | | | | | | Total | | | | | | 1,099,000 | | | | | | 1,245,000 | | |

As of March [removed: 5, 2025,] [added: 4, 2026,] the approximate number of record holders of our common stock was [removed: 359] [added: 392] (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 [removed: February 1, 2020] [added: January 30, 2021] through [removed: February 1, 2025.][added: January 31, 2026.]

The graph compares a $100 investment on [removed: February 1, 2020] [added: January 30, 2021] in our common stock with a $100 investment on [removed: February 1, 2020] [added: January 30, 2021] in each index and assumes that any dividends were reinvested.

![Item 5 - [added: FY26] Stock Price Performance [removed: Graph 1.jpg](https://www.sec.gov/Archives/edgar/data/1835632/000183563225000057/mrvl-20250201_g2.jpg)][added: Graph.jpg](https://www.sec.gov/Archives/edgar/data/1835632/000183563226000011/mrvl-20260131_g2.jpg)]

| | | | | | | | | | | | | | | | | | | | | | [removed: 2/1/2020] [added: 1/30/2021] | | | | | | [removed: 1/30/2021] [added: 1/29/2022] | | | | | | [removed: 1/29/2022] [added: 1/28/2023] | | | | | | [removed: 1/28/2023] [added: 2/3/2024] | | | | | | [removed: 2/3/2024] [added: 2/1/2025] | | | | | | [removed: 2/1/2025] [added: 1/31/2026] | | |

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: 2025, 2024] [added: 2026, 2025] and [removed: 2023.][added: 2024.]

As a result, we paid total cash dividends of [removed: $207.5] [added: $205.1] million in fiscal [removed: 2025, $206.8] [added: 2026, $207.5] million in fiscal [removed: 2024,] [added: 2025,] and [removed: $204.4] [added: $206.8] million in fiscal [removed: 2023.][added: 2024.]

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 [removed: customer (“Warrantholder”),] [added: customer,] a warrant (the [removed: “Warrant”)] [added: “Fiscal 2025 Warrant”)] to acquire up to 4.2 million shares (the [removed: “Warrant] [added: “Fiscal 2025 Warrant] Shares”) of Company common stock.

Approximately 3.9 million [added: Fiscal 2025] 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 [added: Fiscal 2025] Warrant Shares are for revenue from the Company’s custom artificial intelligence products and approximately 1.2 million [added: Fiscal 2025] Warrant Shares are for revenue from the Company’s other products.

The balance of the [added: Fiscal 2025] Warrant Shares either vested upon issuance of the [added: Fiscal 2025] Warrant or [removed: are] [added: were] subject to time-based vesting.

Subject to certain conditions, including vesting, the [added: Fiscal 2025] 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 [removed: “Exercise] [added: “Fiscal 2025 Exercise] Price”).

[removed: The Exercise Price and] [added: For both] the [added: Fiscal 2026] Warrant Shares [added: and Fiscal 2025 Warrant Shares, the exercise price and warrant shares] issuable are subject to customary antidilution adjustments.

The [added: Fiscal 2026] Warrant [added: Shares] and [removed: the] [added: Fiscal 2025] 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 [added: Fiscal 2025] Warrant, the customer sent the Company a notice of request to file [added: a] shelf registration statement in accordance with the terms of the transaction agreement.

The following table presents details of our stock repurchases during the three months ended [removed: February 1, 2025] [added: January 31, 2026] (in millions, except per share data):

(1)The monthly periods presented above for the three months ended [removed: February 1, 2025,] [added: January 31, 2026,] are based on our fiscal accounting periods which followed a 4-4-5 week fiscal accounting period.

From August [removed: 2010] [added: 2010,] when our Board of Directors initially authorized a stock repurchase [removed: program] [added: program,] through [removed: February 1, 2025,] [added: January 31, 2026,] a total of [removed: 321.9] [added: 348.5] million shares have been repurchased under the Company’s stock repurchase program for a total [removed: $5.3] [added: $7.3] billion in cash and [removed: $2.6] [added: $5.5] billion remains available for future stock repurchases.

| Marvell Technology, Inc. | | | | | | | | | | | | | | | | | | | | | $ | 100.00 | | | | | $ | 129.38 | | | | | $ | 86.77 | | | | | $ | 133.04 | | | | | $ | 223.01 | | | | | $ | 156.47 | |

| S&P 500 | | | | | | | | | | | | | | | | | | | | | $ | 100.00 | | | | | $ | 121.00 | | | | | $ | 112.98 | | | | | $ | 139.92 | | | | | $ | 172.78 | | | | | $ | 201.03 | |

| PHLX Semiconductor | | | | | | | | | | | | | | | | | | | | | $ | 100.00 | | | | | $ | 115.77 | | | | | $ | 104.72 | | | | | $ | 156.21 | | | | | $ | 182.32 | | | | | $ | 293.24 | |

On December 2, 2025, in connection with the acquisition of Celestial AI, Inc., the Company entered into a warrant and related transaction agreement under which, among other things, the Company agreed to issue to an affiliate of a customer (the “Customer”), a warrant (the “Fiscal 2026 Warrant”) to acquire up to 1.0 million shares (the “Fiscal 2026 Warrant Shares”) of Company common stock.

Approximately 1.0 million Fiscal 2026 Warrant Shares vest based on Company revenue through December 31, 2030 from Customer purchases of the Company’s photonic fabric products, indirectly or directly.

Subject to certain conditions, including vesting, the Fiscal 2026 Warrant has a six-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 $87.00 (the “Fiscal 2026 Exercise Price”).

| November 2, 2025 to November 29, 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Accelerated share repurchases | | | | | | 0.5 | | | | | | (3) | | | | | | 0.5 | | | | | | $ | 5,734.5 | |

| November 30, 2025 to December 27, 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Accelerated share repurchases | | | | | | 0.5 | | | | | | (3) | | | | | | 0.5 | | | | | | $ | 5,734.5 | |

| Other repurchases | | | | | | 0.8 | | | | | | $ | 85.56 | | | | | 0.8 | | | | | | $ | 5,671.0 | |

| December 28, 2025 to January 31, 2026 | | | | | | 1.5 | | | | | | $ | 90.05 | | | | | 1.5 | | | | | | $ | 5,534.5 | |

| Total | | | | | | 3.3 | | | | | | | | | | | | 3.3 | | | | | | | | |

On September 24, 2025, we announced that our Board of Directors authorized a $5.0 billion addition to the balance of our existing stock repurchase program.

(3)On September 24, 2025, pursuant to the ASR Agreement, we made an upfront payment of $1.0 billion and received initial delivery of approximately 10.7 million shares of our common stock, which represented a portion of the prepayment amount.

During the quarter ended January 31, 2026, the ASR Agreement was settled, and we received an additional 1.0 million shares.

The cumulative repurchases under this ASR Agreement totaled 11.7 million shares at an average price of $85.21 per share.

| 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 | |

In fiscal 2023, on December 2, 2022, the Company acquired all the equity interests of a private company for cash and stock.

Pursuant to this transaction, 439,499 shares of Marvell common stock were issued, which shares are subject to forfeiture in some circumstances.

The shares of Marvell common stock were issued in a private placement pursuant to Rule 4(a)(2) of the Securities Act.

| 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 | | | | | | | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i61ae024be9f8482fab7e89a5249d5267_67)] [added: Firm](#i83cf272c488e403faa999e41ed907ad9_67)] (PCAOB ID No.34) | | | [removed: [58](#i61ae024be9f8482fab7e89a5249d5267_67)] [added: [62](#i83cf272c488e403faa999e41ed907ad9_67)] | | |

| [Consolidated Balance Sheets as of [added: January 31, 202](#i83cf272c488e403faa999e41ed907ad9_70)[6](#i83cf272c488e403faa999e41ed907ad9_70) [and] February 1, [removed: 2025 and February 3, 2024](#i61ae024be9f8482fab7e89a5249d5267_70)] [added: 2025](#i83cf272c488e403faa999e41ed907ad9_70)] | | | [removed: [60](#i61ae024be9f8482fab7e89a5249d5267_70)] [added: [64](#i83cf272c488e403faa999e41ed907ad9_70)] | | |

| [Consolidated Statements of Operations for the years ended [added: January 31, 2026,] February 1, [removed: 2025,] [added: 2025 and] February 3, [removed: 2024 and January 28, 2023](#i61ae024be9f8482fab7e89a5249d5267_73)] [added: 2024](#i83cf272c488e403faa999e41ed907ad9_73)] | | | [removed: [61](#i61ae024be9f8482fab7e89a5249d5267_73)] [added: [65](#i83cf272c488e403faa999e41ed907ad9_73)] | | |

| [Consolidated Statements of Comprehensive [removed: Loss] [added: Income (Loss)] for the years ended [added: January 31, 2026,] February 1, [removed: 2025,] [added: 2025 and] February 3, [removed: 2024 and January 28, 2023](#i61ae024be9f8482fab7e89a5249d5267_76)] [added: 2024](#i83cf272c488e403faa999e41ed907ad9_76)] | | | [removed: [62](#i61ae024be9f8482fab7e89a5249d5267_76)] [added: [66](#i83cf272c488e403faa999e41ed907ad9_76)] | | |

| [Consolidated Statements of Stockholders’ Equity for the years ended [added: January 31, 2026,] February 1, [removed: 2025,] [added: 2025 and] February 3, [removed: 2024 and January 28, 2023](#i61ae024be9f8482fab7e89a5249d5267_79)] [added: 2024](#i83cf272c488e403faa999e41ed907ad9_79)] | | | [removed: [63](#i61ae024be9f8482fab7e89a5249d5267_79)] [added: [67](#i83cf272c488e403faa999e41ed907ad9_79)] | | |

| [Consolidated Statements of Cash Flows for the years ended [added: January 31, 2026,] February 1, [removed: 2025,] [added: 2025 and] February 3, [removed: 2024 and January 28, 2023](#i61ae024be9f8482fab7e89a5249d5267_82)] [added: 2024](#i83cf272c488e403faa999e41ed907ad9_82)] | | | [removed: [64](#i61ae024be9f8482fab7e89a5249d5267_82)] [added: [68](#i83cf272c488e403faa999e41ed907ad9_82)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i61ae024be9f8482fab7e89a5249d5267_85)] [added: Statements](#i83cf272c488e403faa999e41ed907ad9_85)] | | | [removed: [65](#i61ae024be9f8482fab7e89a5249d5267_85)] [added: [69](#i83cf272c488e403faa999e41ed907ad9_85)] | | |

We have audited the accompanying consolidated balance sheets of Marvell Technology, Inc. and subsidiaries (the [removed: "Company")] [added: “Company”)] as of [removed: February 1, 2025] [added: January 31, 2026] and February [removed: 3, 2024,] [added: 1, 2025,] the related consolidated statements of operations, comprehensive [removed: loss, stockholders'] [added: income (loss), stockholders’] equity, and cash flows, for each of the three years in the period ended [removed: February 1, 2025,] [added: January 31, 2026,] and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the [removed: "financial statements").][added: “financial statements”).]

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of [added: January 31, 2026, and] February 1, 2025, and [removed: February 3, 2024, and] the results of its operations and its cash flows for each of the three years in the period ended [removed: February 1, 2025,] [added: January 31, 2026,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the [removed: Company's] [added: Company’s] internal control over financial reporting as of [removed: February 1, 2025,] [added: January 31, 2026,] 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: 12, 2025,] [added: 11, 2026,] expressed an unqualified opinion on the [removed: Company's] [added: Company’s] internal control over financial reporting.

Inventories – [removed: Management Judgments Regarding Excess] [added: Excess] and Obsolete [removed: Inventory Reserves — Refer] [added: Inventory – Refer] to Note 2 [added: and 15] to the financial statements.

As of [removed: February 1, 2025,] [added: January 31, 2026,] the Company’s consolidated inventories balance was [removed: $1,029.7] [added: $1,388.0] million.

We identified inventory valuation as a critical audit matter because of the significant assumptions management makes with [removed: regards] [added: regard] to estimating the [removed: excess write-down and the potential impact] [added: net realizable value] of [removed: those judgments.][added: inventories, specifically, forecasted demand.]

[removed: Specifically, due to assumptions related to forecasted demand] [added: This required a high degree of auditor judgment] and [removed: market conditions,] [added: an increased extent of effort when] performing audit procedures to evaluate the reasonableness of management’s [removed: estimates] [added: estimate] of forecasted [removed: demand required a high degree of auditor judgment and increased audit effort.][added: demand.]

Our audit procedures related to management’s estimates of forecasted demand used in the [removed: valuation] [added: determination] of [removed: inventory] [added: excess and obsolete inventories] included the following, among others:

- We evaluated management’s ability to accurately estimate [removed: forecasted] [added: future] demand by comparing estimates made in prior periods to the [removed: historical] [added: subsequent] actual results for those same periods.

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

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

- We considered, when relevant, the existence of contradictory evidence based on reading of internal financial and operational information used by management and the board of directors, Company press releases, and [removed: analysts'] [added: analysts’] reports, as well as our observations and [removed: inquires] [added: inquiries] as to changes within the business and evidence obtained through other areas of the audit.

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

| Cash and cash equivalents | | | $ | [removed: 948.3] [added: 2,638.8] | | | | | $ | [removed: 950.8] [added: 948.3] | |

| Accounts receivable, net | | | [removed: 1,028.4] [added: 2,186.6] | | | | | | [removed: 1,121.6] [added: 1,028.4] | | |

| Inventories | | | [removed: 1,029.7] [added: 1,388.0] | | | | | | [removed: 864.4] [added: 1,029.7] | | |

| Prepaid expenses and other current assets | | | [removed: 113.9] [added: 247.2] | | | | | | [removed: 125.9] [added: 113.9] | | |

| Total current assets | | | [removed: 3,120.3] [added: 6,460.6] | | | | | | [removed: 3,062.7] [added: 3,120.3] | | |

| Property and equipment, net | | | [removed: 790.5] [added: 935.0] | | | | | | [removed: 756.0] [added: 790.5] | | |

| Goodwill | | | [removed: 11,586.9] [added: 11,062.2] | | | | | | 11,586.9 | | |

| Acquired intangible assets, net | | | [removed: 2,710.6] [added: 1,754.7] | | | | | | [removed: 4,004.1] [added: 2,710.6] | | |

| Deferred tax assets | | | [removed: 401.2] [added: 345.9] | | | | | | [removed: 311.9] [added: 401.2] | | |

| Other non-current assets | | | [removed: 1,595.0] [added: 1,726.9] | | | | | | [removed: 1,506.9] [added: 1,595.0] | | |

| Total assets | | | $ | [removed: 20,204.5] [added: 22,285.3] | | | | | $ | [removed: 21,228.5] [added: 20,204.5] | |

| Accounts payable | | | $ | [removed: 622.2] [added: 1,073.8] | | | | | $ | [removed: 411.3] [added: 622.2] | |

| Accrued liabilities | | | [removed: 972.6] [added: 1,337.1] | | | | | | [removed: 1,032.9] [added: 972.6] | | |

| Accrued employee compensation | | | [removed: 302.5] [added: 309.8] | | | | | | [removed: 262.7] [added: 302.5] | | |

| Short-term debt | | | [removed: 129.5] [added: 499.8] | | | | | | [removed: 107.3] [added: 129.5] | | |

| Total current liabilities | | | [removed: 2,026.8] [added: 3,220.5] | | | | | | [removed: 1,814.2] [added: 2,026.8] | | |

| Long-term debt | | | [removed: 3,934.3] [added: 3,970.8] | | | | | | [removed: 4,058.6] [added: 3,934.3] | | |

| Other non-current liabilities | | | [removed: 816.4] [added: 785.6] | | | | | | [removed: 524.3] [added: 816.4] | | |

| Total liabilities | | | [removed: 6,777.5] [added: 7,976.9] | | | | | | [removed: 6,397.1] [added: 6,777.5] | | |

| Common stock, $0.002 par value; 1.3 billion shares authorized; [removed: 866.0] [added: 847.3] and [removed: 865.5] [added: 866.0] shares issued and outstanding [removed: in fiscal 2025] [added: as of January 31, 2026] and [removed: 2024,] [added: February 1, 2025,] respectively | | | 1.7 | | | | | | 1.7 | | |

Inventories are stated at the lower of cost or net realizable value.

The Company records a reduction to the carrying value of inventory that is determined to be excess, obsolete or unsellable based upon assumptions about future demand and market conditions.

- We tested the effectiveness of internal controls over the excess and obsolete inventory analysis, including internal controls designed to review and approve estimates of forecasted demand.

March 11, 2026

| Net income (loss) | | | $ | 2,670.1 | | | | | $ | (885.0) | | | | | $ | (933.4) | |

| Repurchase of common stock, including excise tax | | | (26.6) | | | | | | — | | | | | | (2,054.4) | | | | | | — | | | | | | — | | | | | | (2,054.4) | | |

| Vesting of common stock in connection with customer warrant | | | — | | | | | | — | | | | | | 39.0 | | | | | | — | | | | | | — | | | | | | 39.0 | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,670.1 | | | | | | 2,670.1 | | |

| Other comprehensive loss | | | — | | | | | | — | | | | | | — | | | | | | (0.4) | | | | | | — | | | | | | (0.4) | | |

| Balance at January 31, 2026 | | | 847.3 | | | | | | $ | 1.7 | | | | | $ | 12,950.9 | | | | | $ | — | | | | | $ | 1,355.8 | | | | | $ | 14,308.4 | |

| Net income (loss) | | | $ | 2,670.1 | | | | | $ | (885.0) | | | | | $ | (933.4) | |

| Gain on sale of business | | | (1,830.4) | | | | | | — | | | | | | — | | |

| Proceeds from sales of property and equipment | | | 27.4 | | | | | | 0.5 | | | | | | 0.3 | | |

| Net proceeds from sale of business | | | 2,478.6 | | | | | | — | | | | | | — | | |

| Other, net | | | (49.6) | | | | | | 0.8 | | | | | | (0.6) | | |

On August 14, 2025, the Company completed the sale of its automotive ethernet business to Infineon Technologies AG for $2.5 billion in cash.

During fiscal 2026, the Company recorded a pre-tax gain on sale of $1.8 billion, which is included in interest income and other, net in the Consolidated Statements of Operations.

| Customer A | | | 14% | | | | | | 13% | | | | | | * | | |

| Distributor A | | | 37% | | | | | | 34% | | | | | | 24% | | |

Contingent consideration is recognized at fair value on the acquisition date.

Liability-classified contingent consideration is remeasured at fair value at each reporting date, with changes recognized in earnings.

Government Incentives

The Company may receive grants from governments or governmental authorities as an incentive to invest or conduct business in a given jurisdiction.

These government incentives are recognized when it becomes probable that the Company will comply with the conditions of the arrangement and that the incentive will be received.

The Company has elected to reduce qualifying cost of sales and operating expenditures by the incentives earned, recognized in the same line item on the consolidated statements of operations for which the incentive is intended to compensate.

For incentives related to the purchase of qualifying expenditures that are subject to capitalization, the Company has elected to reduce the cost basis of the underlying capitalized assets by the associated incentives and recognizes incentive benefits in the consolidated statements of operations in accordance with the cost recovery of the assets.

Government incentives earned prior to being received are recognized in prepaid expenses and other current assets on the Company’s consolidated balance sheets.

*Accounting Pronouncement Recently Effective*

This standard results in enhanced cash tax and effective tax rate disclosures in the Notes to Consolidated Financial Statements.

This standard became effective for the Company’s annual reporting for fiscal 2026 and the Company elected to adopt the standard on a prospective basis.

In May 2025, the FASB issued ASU 2025-04, *Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer*, to reduce diversity in practice and improve the decision usefulness and operability of the guidance for share-based consideration payable to a customer in conjunction with selling goods or services.

In September 2025, the FASB issued ASU 2025-06, *Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40)*: *Targeted Improvements to the Accounting for Internal-Use Software*.

This ASU makes targeted improvements that clarify and modernize the accounting for costs related to internal-use software.

ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, and interim periods within those annual periods, on either a prospective, retrospective, or modified basis.

Early adoption is permitted.

The Company is evaluating the impact that this new standard will have on the Company’s consolidated financial statements.

In December 2025, the FASB issued ASU 2025-10, *Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities.* This ASU establishes the accounting and presentation for government grants received by a business entity.

Early adoption is permitted.

This ASU provides for adoption either on a modified prospective, modified retrospective, or retrospective basis.

The Company is evaluating the impact that this new standard will have on the Company’s consolidated financial statements.

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

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

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

March 12, 2025

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

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

| Legal settlement | | | — | | | | | | — | | | | | | 100.0 | | |

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

| Balance at January 29, 2022 | | | 846.7 | | | | | | $ | 1.7 | | | | | $ | 14,209.0 | | | | | $ | — | | | | | $ | 1,491.4 | | | | | $ | 15,702.1 | |

| Repurchase of common stock | | | (2.3) | | | | | | — | | | | | | (115.0) | | | | | | — | | | | | | — | | | | | | (115.0) | | |

| Net loss | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (163.5) | | | | | | (163.5) | | |

| Amortization of inventory fair value adjustment associated with acquisitions | | | — | | | | | | — | | | | | | 38.7 | | |

| Other, net | | | 1.3 | | | | | | (0.3) | | | | | | 1.2 | | |

| Distributor A | | | 34 | | % | | | | 24 | | % | | | | 20 | | % |

For fiscal 2023, there were no reconciling differences between net loss and comprehensive loss.

*Accounting Pronouncements Recently Adopted*

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

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

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

| Enterprise networking | | | 626.4 | | | | | | 11 | | % | | | | 1,228.4 | | | | | | 22 | | % | | | | 1,369.2 | | | | | | 23 | | % |

| Carrier infrastructure | | | 338.2 | | | | | | 6 | | % | | | | 1,051.9 | | | | | | 19 | | % | | | | 1,084.0 | | | | | | 18 | | % |

| Consumer | | | 316.1 | | | | | | 5 | | % | | | | 622.4 | | | | | | 11 | | % | | | | 701.1 | | | | | | 12 | | % |

| Automotive/industrial | | | 322.4 | | | | | | 6 | | % | | | | 388.3 | | | | | | 8 | | % | | | | 356.5 | | | | | | 6 | | % |

| Singapore | | | 452.2 | | | | | | 8 | | % | | | | 336.2 | | | | | | 6 | | % | | | | 331.7 | | | | | | 6 | | % | | | | | | | | | | | | |

| Thailand | | | 304.4 | | | | | | 5 | | % | | | | 329.2 | | | | | | 6 | | % | | | | 391.9 | | | | | | 7 | | % | | | | | | | | | | | | |

| Japan | | | 166.2 | | | | | | 3 | | % | | | | 169.1 | | | | | | 3 | | % | | | | 260.0 | | | | | | 4 | | % | | | | | | | | | | | | |

| Malaysia | | | 143.1 | | | | | | 2 | | % | | | | 222.6 | | | | | | 4 | | % | | | | 393.2 | | | | | | 7 | | % | | | | | | | | | | | | |

| Finland | | | 112.9 | | | | | | 2 | | % | | | | 380.4 | | | | | | 7 | | % | | | | 189.6 | | | | | | 3 | | % | | | | | | | | | | | | |

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

Customer Warrant

*Fiscal 2023 Plan.* A restructuring plan was initiated during the first quarter of fiscal 2023 (the “Fiscal 2023 Plan”) in order to realign the organization and enable further investment in key priority areas.

Restructuring charges are mainly comprised of severance and other one-time termination benefits, facility closures where sites may be redundant within the same region or no longer suitably sized for the local employee base, and other costs.

The Company recorded restructuring and other related charges of $15.8 million for the year ended January 28, 2023 related to the Fiscal 2023 Plan.

As of the end of fiscal 2025, substantially all actions relating to the Fiscal 2023 Plan have been completed.

| Balance at January 28, 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 3.6 | | | | | $ | 1.4 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 5.0 | |

| Charges | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | 0.3 | | | | | | 93.9 | | | | | | 36.9 | | | | | | — | | | | | | — | | | | | | 131.1 | | |

| Net cash payments | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (3.6) | | | | | | 2.0 | | | | | | (78.4) | | | | | | (24.5) | | | | | | — | | | | | | — | | | | | | (104.5) | | |

| Non-cash items | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | (2.9) | | | | | | — | | | | | | (11.7) | | | | | | — | | | | | | — | | | | | | (14.6) | | |

| Current portion | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 12.9 | | | | | $ | 87.8 | | | | | $ | 100.7 | |

There was no activity from acquisitions or divestitures recorded to goodwill in fiscal 2025 and 2024.

Management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of [removed: February 1, 2025.][added: January 31, 2026.]

Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of [removed: February 1, 2025.][added: January 31, 2026.]

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of [removed: February 1, 2025] [added: January 31, 2026] using the criteria for effective internal control over financial reporting as described in “Internal Control-Integrated Framework,” issued by the Committee of Sponsoring Organization of the Treadway Commission (2013 framework) (the COSO Criteria).

Based on this assessment, management concluded that our internal control over financial reporting was effective as of [removed: February 1, 2025.][added: January 31, 2026.]

The effectiveness of our internal control over financial reporting as of [removed: February 1, 2025] [added: January 31, 2026] has been audited by Deloitte & Touche LLP, our independent registered public accounting firm, as stated in its report that is included herein.

No change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) occurred during the three months ended [removed: February 1, 2025] [added: January 31, 2026] 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: 2025,] [added: 2026,] the following trading plans 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:

(1)Vesting of [added: any] future performance shares are estimated based on target achievement.

| Matthew J. Murphy | | | | | | Chairman and Chief Executive Officer | | | | | | Adopted | | | | | | 12/16/2025 | | | | | | 3/26/2026 | | | | | | 12/17/2026 | | | | | | Sales | | | | | | 97,500 | | |

| Sandeep Bharathi | | | | | | President, Data Center Group | | | | | | Adopted | | | | | | 12/4/2025 | | | | | | 3/26/2026 | | | | | | 10/31/2026 | | | | | | Sales | | | | | | 96,129 | | |

| Willem Meintjes | | | | | | Chief Financial Officer | | | | | | Adopted | | | | | | 1/9/2026 | | | | | | 4/15/2026 | | | | | | 3/12/2027 | | | | | | Sales | | | | | | 75,994 | | |

| Christopher Koopmans | | | | | | President and Chief Operating Officer | | | | | | Adopted | | | | | | 1/5/2026 | | | | | | 4/6/2026 | | | | | | 9/30/2026 | | | | | | Sales | | | | | | 60,000 | | |

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

| Panteha Dixon | | | | | | Chief Accounting Officer | | | | | | Adopted | | | | | | 12/5/2024 | | | | | | 3/17/2025 | | | | | | 12/31/2025 | | | | | | Sales | | | | | | 14,679 | | |

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

We have audited the internal control over financial reporting of Marvell Technology, Inc. and subsidiaries (the “Company”) as of [removed: February 1, 2025,] [added: January 31, 2026,] 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 [removed: February 1, 2025,] [added: January 31, 2026,] 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 [removed: February 1, 2025,] [added: January 31, 2026,] of the Company and our report dated March [removed: 12, 2025,] [added: 11, 2026,] expressed an unqualified opinion on those financial statements.

Unless we file an amendment to this Form 10-K within 120 days after [removed: February 1, 2025] [added: January 31, 2026] to include the Part III information, we intend to incorporate such information by reference to our definitive proxy statement in connection with our [removed: 2025] [added: 2026] annual meeting of stockholders to be held in June [removed: 2025] [added: 2026] (the [removed: “2025] [added: “2026] Proxy Statement”).

March 11, 2026

March 12, 2025

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: 2025] [added: 2026] 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: 2025] [added: 2026] Proxy Statement.

This Code of Ethics was most recently amended in [removed: March 2022.][added: September 2025.]

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: 2025] [added: 2026] 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: 2025,”] [added: 2026,”] “Executive Compensation” and “Compensation Committee Interlocks and Insider Participation” in our [removed: 2025] [added: 2026] 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: 2025] [added: 2026] Proxy Statement.

The following table provides certain information with respect to all of our equity compensation plans in effect [removed: February 1, 2025:][added: January 31, 2026:]

| Equity compensation plans [added: not] approved by security holders [removed: (3)] [added: (4)] | | | | | | [removed: 17,575,601] [added: 25,685] | | | | | | $ | [removed: 62.15] [added: 13.96] | | | | | [removed: 85,214,306] [added: —] | | |

| Equity compensation plans [removed: not] approved by security holders [removed: (4)] [added: (3)] | | | | | | [removed: 207,506] [added: 16,973,973] | | | | | | $ | [removed: 14.33] [added: 9.80] | | | | | [removed: —] [added: 78,364,382] | | |

(1)Includes only options and restricted stock units (outstanding under our equity compensation plans, as no stock warrants or other rights were outstanding under our equity compensation plans as of [removed: February 1, 2025).][added: January 31, 2026).]

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: 2025] [added: 2026] 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: 2025] [added: 2026] 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: 2025] [added: 2026] Proxy Statement.

See the “Index to Consolidated Financial Statements” on page [removed: 57] [added: 61] of this Annual Report on Form 10-K.

See “Schedule II — Valuation and Qualifying Accounts” on page [removed: 109] [added: 116] of this Annual Report on Form [removed: 10-K:][added: 10-K.]

| 10.2 | | | | | | [removed: [Credit] [added: [Second Amended and Restated Revolving Credit] Agreement, dated as of [removed: December 7, 2020,] [added: June 30, 2025,] among Marvell [removed: Technology Group Ltd., Maui HoldCo,] [added: Technology,] Inc., the [removed: Guarantors] [added: lenders] party thereto, [removed: the Lenders party thereto] and [removed: JPMorgan Chase Bank,] [added: Bank of America,] N.A., as the Administrative [removed: Agent](https://www.sec.gov/Archives/edgar/data/0001058057/000119312520312706/d84972dex101.htm)] [added: Agent](https://www.sec.gov/Archives/edgar/data/1835632/000119312525152676/d859414dex101.htm)] | | | | | | 8-K | | | | | | [removed: 000-30877] [added: 001-40357] | | | | | | 10.1 | | | | | | [removed: 12/8/2020] [added: 6/30/2025] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: 10.5#] [added: 10.3#] | | | | | | [Marvell Technology Group Ltd. Amended and Restated 1995 Stock Option Plan (now named the Marvell Technology, Inc. Amended and Restated 1995 Stock Option Plan) (as amended and restated as of April 2, 2021)](https://www.sec.gov/Archives/edgar/data/0001835632/000119312521123014/d141152dex41.htm) | | | | | | S-8 | | | | | | 333-255384 | | | | | | 4.1 | | | | | | 4/20/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: 10.5.1#] [added: 10.3.1#] | | | | | | [Form of Stock Option Agreement and Notice of Grant of Stock Options and Option Agreement for use with 1995 Stock Option Plan (for options granted after September 20, 2013)](https://www.sec.gov/Archives/edgar/data/1058057/000119312513380091/d603994dex102.htm) | | | | | | 8-K | | | | | | 000-30877 | | | | | | 10.2 | | | | | | 9/26/2013 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: 10.5.2#] [added: 10.3.2#] | | | | | | [Form of Deferral Feature Stock Unit Agreement with Stock Unit Election Form for use with the Amended and Restated 1995 Stock Option Plan](https://www.sec.gov/Archives/edgar/data/1058057/000105805718000009/mrvl-2032018x10kexhibit103.htm) | | | | | | 10-K | | | | | | 000-30877 | | | | | | 10.3.11 | | | | | | 3/29/2018 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: 10.5.2.1#] [added: 10.3.2.1#] | | | | | | [removed: [Updated](https://www.sec.gov/Archives/edgar/data/1835632/000183563225000057/mrvl-212025exhibit10521.htm) [Election] [added: [Updated Election] Deferral Form](https://www.sec.gov/Archives/edgar/data/1835632/000183563225000057/mrvl-212025exhibit10521.htm) | | | | | | [added: 10-K] | | | | | | [added: 001-40357] | | | | | | [added: 10.5.2.1] | | | | | | [removed: Filed herewith] [added: 3/12/2025] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: 10.5.3#] [added: 10.3.3#] | | | | | | [Amended and restated form of stock unit agreement under the 1995 Stock Option Plan](https://www.sec.gov/Archives/edgar/data/1835632/000183563224000200/mrvl-1122024exhibit1053.htm) | | | | | | 10-Q | | | | | | 001-40357 | | | | | | 10.5.3 | | | | | | 12/4/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: 10.5.4#] [added: 10.3.5#] | | | | | | [Form of Relative TSR [added: and EPS] RSU Grant [removed: Notice as amended March 2022](https://www.sec.gov/Archives/edgar/data/1835632/000183563222000028/mrvl-4302022exhibit1077.htm)] [added: Notice](https://www.sec.gov/Archives/edgar/data/1835632/000183563222000028/mrvl-4302022exhibit1078.htm)] | | | | | | 10-Q | | | | | | 001-40357 | | | | | | [removed: 10.7.7] [added: 10.7.8] | | | | | | 5/27/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: 10.5.5#] [added: 10.3.6#] | | | | | | [Form of Relative TSR and EPS RSU Grant [removed: Notice](https://www.sec.gov/Archives/edgar/data/1835632/000183563222000028/mrvl-4302022exhibit1078.htm)] [added: Notice December 2022](https://www.sec.gov/Archives/edgar/data/1835632/000183563223000013/mrvl-01282023exhibit1079.htm)] | | | | | | [removed: 10-Q] [added: 10-K] | | | | | | 001-40357 | | | | | | [removed: 10.7.8] [added: 10.7.9] | | | | | | [removed: 5/27/2022] [added: 3/9/2023] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: 10.5.6#] [added: 10.3.7#] | | | | | | [Form of Relative TSR and EPS RSU Grant Notice [removed: December 2022](https://www.sec.gov/Archives/edgar/data/1835632/000183563223000013/mrvl-01282023exhibit1079.htm)] [added: April 2024](https://www.sec.gov/Archives/edgar/data/1835632/000183563224000063/mrvl-542024exhibit1057.htm)] | | | | | | [removed: 10-K] [added: 10-Q] | | | | | | 001-40357 | | | | | | [removed: 10.7.9] [added: 10.5.7] | | | | | | [removed: 3/9/2023] [added: 5/31/2024] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: 10.5.7#] [added: 10.3.10#] | | | | | | [Form of [added: Special Equity Award] Relative TSR and EPS RSU Grant Notice [removed: April 2024](https://www.sec.gov/Archives/edgar/data/1835632/000183563224000063/mrvl-542024exhibit1057.htm)] [added: July 2025](https://www.sec.gov/Archives/edgar/data/1835632/000183563225000189/mrvl-822025exhibit10310.htm)] | | | | | | 10-Q | | | | | | 001-40357 | | | | | | [removed: 10.5.7] [added: 10.3.10] | | | | | | [removed: 5/31/2024] [added: 8/29/2025] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: 10.5.8#] [added: 10.3.8#] | | | | | | [Special Equity Grant Agreement as approved March 2023](https://www.sec.gov/Archives/edgar/data/1835632/000183563223000029/mrvl-04292023exhibit10711.htm) | | | | | | 10-Q | | | | | | 001-40357 | | | | | | 10.7.11 | | | | | | 5/26/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: 10.6#] [added: 10.4#] | | | | | | [Amended and Restated Marvell Technology, Inc. 2000 Employee Stock Purchase Plan (as approved by stockholders on June 23, 2022)](https://www.sec.gov/Archives/edgar/data/1835632/000183563223000013/mrvl-01282023exhibit1081.htm) | | | | | | 10-K | | | | | | 001-40357 | | | | | | 10.8.1 | | | | | | 3/9/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: 10.6.1#] [added: 10.4.1#] | | | | | | [Amended and restated form of subscription agreement under the [removed: 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)] [added: 2000 ESPP](https://www.sec.gov/Archives/edgar/data/1835632/000183563224000200/mrvl-1122024exhibit1061.htm)] | | | | | | 10-Q | | | | | | 001-40357 | | | | | | 10.6.1 | | | | | | 12/4/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: 10.7#] [added: 10.5#] | | | | | | [Offer Letter [removed: between the Marvell] [added: between](https://www.sec.gov/Archives/edgar/data/1058057/000119312516626575/d215915dex101.htm) [Marvell] and Matthew J. Murphy and form of Severance Agreement attached thereto as Appendix B](https://www.sec.gov/Archives/edgar/data/1058057/000119312516626575/d215915dex101.htm) | | | | | | 8-K | | | | | | 000-30877 | | | | | | 10.1 | | | | | | 6/20/2016 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: 10.7.1#] [added: 10.5.1#] | | | | | | [Severance Agreement with Matt Murphy as amended March 2023](https://www.sec.gov/Archives/edgar/data/1835632/000183563223000029/mrvl-04292023exhibit1091.htm) | | | | | | 10-Q | | | | | | 001-40357 | | | | | | 10.9.1 | | | | | | 5/26/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: 10.8#] [added: 10.6#] | | | | | | [Cavium, Inc. 2016 Equity Incentive Plan (including forms of grant notice and agreements)](https://www.sec.gov/Archives/edgar/data/0001058057/000105805719000032/q32010q11022019exhibit101.htm) | | | | | | 10-Q | | | | | | 000-30877 | | | | | | 10.1 | | | | | | 12/4/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: 10.9#] [added: 10.7#] | | | | | | [Aquantia Corp. 2015 Equity Incentive Plan (including forms of grant notice and agreements)](https://www.sec.gov/Archives/edgar/data/0001058057/000105805719000032/q32010q11022019exhibit105.htm) | | | | | | 10-Q | | | | | | 000-30877 | | | | | | 10.5 | | | | | | 12/4/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: 10.10#] [added: 10.8#] | | | | | | [Aquantia Corp. 2004 Equity Incentive Plan (including forms of grant notice and agreements)](https://www.sec.gov/Archives/edgar/data/0001058057/000105805719000032/q32010q11022019exhibit104.htm) | | | | | | 10-Q | | | | | | 000-30877 | | | | | | 10.4 | | | | | | 12/4/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: 10.11#] [added: 10.9#] | | | | | | [Inphi Corporation Amended and Restated 2010 Stock Incentive Plan, as amended and restated on April 14, 2020](https://www.sec.gov/Archives/edgar/data/1160958/000143774920017155/ex_196563.htm) | | | | | | S-8 | | | | | | 333-255384 | | | | | | 4.10 | | | | | | 4/20/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: 10.12#] [added: 10.10#] | | | | | | [Offer letter with Chris Koopmans](https://www.sec.gov/Archives/edgar/data/1058057/000119312516705222/d240868dex104.htm) | | | | | | 10-Q | | | | | | 000-30877 | | | | | | 10.4 | | | | | | 9/8/2016 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: 10.13#] [added: 10.11#] | | | | | | [Fiscal [removed: 2025] [added: 2026] Named Executive Officer [removed: Compensation](https://www.sec.gov/Archives/edgar/data/1835632/000183563224000063/mrvl-542024exhibit1013.htm)] [added: Compensation](https://www.sec.gov/Archives/edgar/data/1835632/000183563225000117/mrvl-532025exhibit1013.htm)] | | | | | | 10-Q | | | | | | 001-40357 | | | | | | 10.13 | | | | | | [removed: 5/31/2024] [added: 5/30/2025] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: 10.14#] [added: 10.12#] | | | | | | [Marvell Technology Inc. Change in Control Severance Plan and Summary Plan Description as amended and restated June [removed: 2023](https://www.sec.gov/Archives/edgar/data/1835632/000183563223000038/mrvl-07292023exhibit1021.htm)] [added: 2025](https://www.sec.gov/Archives/edgar/data/1835632/000183563225000189/mrvl-822025exhibit1012.htm)] | | | | | | 10-Q | | | | | | 001-40357 | | | | | | [removed: 10.21] [added: 10.12] | | | | | | [removed: 8/25/2023] [added: 8/29/2025] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: 10.15] [added: 10.13] | | | | | | [Warrant to Purchase Common Shares of Marvell dated June 5, 2019](https://www.sec.gov/Archives/edgar/data/1058057/000119312519166129/d50238dex991.htm) | | | | | | 8-K | | | | | | 000-30877 | | | | | | 99.1 | | | | | | 6/5/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: 10.16#] [added: 10.14#] | | | | | | [Promotion to CFO Letter for Willem Meintjes](https://www.sec.gov/Archives/edgar/data/1835632/000183563223000013/mrvl-01282023exhibit1029.htm) | | | | | | 10-K | | | | | | 001-40357 | | | | | | 10.29 | | | | | | 3/9/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: 10.18#] [added: 10.15#] | | | | | | [Innovium, Inc. Amended 2015 Stock Option and Grant Plan (including forms of grant notice and agreements)](https://www.sec.gov/Archives/edgar/data/0001835632/000119312521292051/d223326dex41.htm) | | | | | | S-8 | | | | | | 333-260060 | | | | | | 4.1 | | | | | | 10/5/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: 10.19#] [added: 10.16#] | | | | | | [Offer Letter for the Chief Legal Officer](https://www.sec.gov/Archives/edgar/data/1835632/000183563224000009/mrvl-232024exhibit1023.htm) | | | | | | 10-K | | | | | | 001-40357 | | | | | | 10.23 | | | | | | 3/13/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: 10.20] [added: 10.17] | | | | | | [Underwriting Agreement, dated September 11, 2023, among Marvell Technology, Inc. and J.P. Morgan Securities LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein](https://www.sec.gov/Archives/edgar/data/1835632/000119312523236966/d550936dex11.htm) | | | | | | 8-K | | | | | | 001-40357 | | | | | | 1.1 | | | | | | 9/18/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: 10.21#] [added: 10.18#] | | | | | | [Non-Qualified Deferred Compensation Plan](https://www.sec.gov/Archives/edgar/data/1835632/000183563225000057/mrvl-212025exhibit1021.htm) | | | | | | [added: 10-K] | | | | | | [added: 001-40357] | | | | | | [added: 10.21] | | | | | | [removed: Filed herewith] [added: 3/12/2025] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 19 | | | | | | [Insider Trading Prohibition Policy and Guidelines](https://www.sec.gov/Archives/edgar/data/1835632/000183563225000057/mrvl-212025exhibit19.htm) | | | | | | [added: 10-K] | | | | | | [added: 001-40357] | | | | | | [added: 19] | | | | | | [removed: Filed herewith] [added: 3/12/2025] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 21.1 | | | | | | [Subsidiaries of [removed: Registrant](https://www.sec.gov/Archives/edgar/data/1835632/000183563225000057/mrvl-212025exhibit211.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1835632/000183563226000011/mrvl-1312026exhibit211.htm)] | | | | | | | | | | | | | | | | | | | | | | | | Filed herewith | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 23.1 | | | | | | [Consent of Independent Registered Public Accounting Firm - Deloitte & Touche [removed: LL](https://www.sec.gov/Archives/edgar/data/1835632/000183563225000057/mrvl-212025exhibit231.htm)P] [added: LL](https://www.sec.gov/Archives/edgar/data/1835632/000183563226000011/mrvl-1312026exhibit231.htm)P] | | | | | | | | | | | | | | | | | | | | | | | | Filed herewith | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 24.1 | | | | | | [Power of Attorney (contained in the signature page to this Annual [removed: Report)](#i61ae024be9f8482fab7e89a5249d5267_190)] [added: Report)](#i83cf272c488e403faa999e41ed907ad9_190)] | | | | | | | | | | | | | | | | | | | | | | | | Filed herewith | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 31.1 | | | | | | [Rule 13a-14(a)/15d-14(a) Certification of the Principal Executive [removed: Officer](https://www.sec.gov/Archives/edgar/data/1835632/000183563225000057/mrvl-212025exhibit311.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/1835632/000183563226000011/mrvl-1312026exhibit311.htm)] | | | | | | | | | | | | | | | | | | | | | | | | Filed herewith | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 31.2 | | | | | | [Rule 13a-14(a)/15d-14(a) Certification of the Principal Financial [removed: Officer](https://www.sec.gov/Archives/edgar/data/1835632/000183563225000057/mrvl-212025exhibit312.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/1835632/000183563226000011/mrvl-1312026exhibit312.htm)] | | | | | | | | | | | | | | | | | | | | | | | | Filed herewith | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 32.1* | | | | | | [Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Principal Executive [removed: Officer](https://www.sec.gov/Archives/edgar/data/1835632/000183563225000057/mrvl-212025exhibit321.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/1835632/000183563226000011/mrvl-1312026exhibit321.htm)] | | | | | | | | | | | | | | | | | | | | | | | | Filed herewith | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 32.2* | | | | | | [Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Principal Financial [removed: Officer](https://www.sec.gov/Archives/edgar/data/1835632/000183563225000057/mrvl-212025exhibit322.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/1835632/000183563226000011/mrvl-1312026exhibit322.htm)] | | | | | | | | | | | | | | | | | | | | | | | | Filed herewith | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 4.13 | | | | | | [Fourth Supplemental Indenture, dated as of June 30, 2025, between Marvell Technology, Inc. and U.S. Bank Trust Company, National Association (successor in interest to U.S. Bank National Association), as trustee](https://www.sec.gov/Archives/edgar/data/1835632/000119312525152676/d859414dex41.htm) | | | | | | 8-K | | | | | | 001-40357 | | | | | | 4.1 | | | | | | 6/30/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 4.14 | | | | | | [Form of Global Note for the 4.750% Senior Notes due 2030 (included as Exhibit A to Exhibit 4.1)](https://www.sec.gov/Archives/edgar/data/1835632/000119312525152676/d859414dex41.htm) | | | | | | 8-K | | | | | | 001-40357 | | | | | | 4.2 | | | | | | 6/30/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 4.15 | | | | | | [Form of Global Note for the 5.450% Senior Notes due 2035 (included as Exhibit B to Exhibit 4.1)](https://www.sec.gov/Archives/edgar/data/1835632/000119312525152676/d859414dex41.htm) | | | | | | 8-K | | | | | | 001-40357 | | | | | | 4.3 | | | | | | 6/30/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 10.3.4# | | | | | | [Amended and restated form of stock unit agreement under the 1995 Stock Option Plan as updated March 2025](https://www.sec.gov/Archives/edgar/data/1835632/000183563225000117/mrvl-532025exhibit10532.htm) | | | | | | 10-Q | | | | | | 001-40357 | | | | | | 10.5.3.2 | | | | | | 5/30/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 10.3.9# | | | | | | [Form of Grant Notice for Restricted Stock Units under the 1995 Stock Option Plan](https://www.sec.gov/Archives/edgar/data/1835632/000183563225000189/mrvl-822025exhibit1039.htm) | | | | | | 10-Q | | | | | | 001-40357 | | | | | | 10.3.9 | | | | | | 8/29/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 10.19 | | | | | | [Underwriting Agreement, dated June 23, 2025, among Marvell Technology, Inc. and J.P. Morgan Securities LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein](https://www.sec.gov/Archives/edgar/data/1835632/000119312525152676/d859414dex11.htm) | | | | | | 8-K | | | | | | 001-40357 | | | | | | 1.1 | | | | | | 6/30/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 10.20# | | | | | | [Senior Executive Retirement Program dated May 28, 2025](https://www.sec.gov/Archives/edgar/data/1835632/000183563225000189/mrvl-822025exhibit1020.htm) | | | | | | 10-Q | | | | | | 001-40357 | | | | | | 10.20 | | | | | | 8/29/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 10.21 | | | | | | [Offer Letter for Sandeep Bharathi President, Data Center Group](https://www.sec.gov/Archives/edgar/data/1835632/000183563225000197/mrvl-1112025exhibit1021.htm) | | | | | | 10-Q | | | | | | 001-40357 | | | | | | 10.21 | | | | | | 12/3/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 10.22# | | | | | | [Celestial AI, Inc. Amended and Restated 2020 Equity Incentive Plan](https://www.sec.gov/Archives/edgar/data/1835632/000119312526037819/d46287dex991.htm) | | | | | | S-8 | | | | | | 333-293205 | | | | | | 99.1 | | | | | | 2/04/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 10.23# | | | | | | [XConn Technologies Holdings, Ltd. 2021 Equity Incentive Plan](https://www.sec.gov/Archives/edgar/data/1835632/000119312526044970/d30531dex991.htm) | | | | | | S-8 | | | | | | 333-293358 | | | | | | 99.1 | | | | | | 2/10/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

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

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

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

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

| 10.3.1 | | | | | | [First Amendment to Credit Agreement, dated as of April 14, 2023, between Marvell Technology, Inc., the lenders party hereto and JPMorgan Chase Bank, N.A., as the Administrative Agent](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 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, 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 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 Agreement](https://www.sec.gov/Archives/edgar/data/1835632/000183563223000046/mrvl-10282023exhibit1042.htm) | | | | | | 10-Q | | | | | | 001-40357 | | | | | | 10.4.2 | | | | | | 12/1/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 10.17# | | | | | | [Offer Letter between Marvell and Raghib Hussain](https://www.sec.gov/Archives/edgar/data/1058057/000105805718000020/raghibofferletterfinal-exh.htm) | | | | | | 10-Q | | | | | | 000-30877 | | | | | | 10.3 | | | | | | 9/12/2018 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Dated: March [removed: 12, 2025] [added: 11, 2026] | | | | | | By: | | | /S/ WILLEM MEINTJES | | | | | |

| /S/ MATTHEW J. MURPHY | | | | | | [removed: Chairman, President] [added: Chairman] and Chief Executive Officer (Principal Executive Officer) | | | | | | March [removed: 12, 2025] [added: 11, 2026] | | |

| /S/ WILLEM MEINTJES | | | | | | Chief Financial Officer (Principal Financial Officer) | | | | | | March [removed: 12, 2025] [added: 11, 2026] | | |

| /S/ [removed: PANTEHA DIXON] [added: JUSTIN SCARPULLA] | | | | | | Chief Accounting Officer (Principal Accounting Officer) | | | | | | March [removed: 12, 2025] [added: 11, 2026] | | |

| /S/ SARA ANDREWS | | | | | | Director | | | | | | March [removed: 12, 2025] [added: 11, 2026] | | |

| /S/ TUDOR BROWN | | | | | | Director | | | | | | March [removed: 12, 2025] [added: 11, 2026] | | |

| /S/ BRAD BUSS | | | | | | Director | | | | | | March [removed: 12, 2025] [added: 11, 2026] | | |

| /S/ DANIEL DURN | | | | | | Director | | | | | | March [removed: 12, 2025] [added: 11, 2026] | | |

| /S/ REBECCA HOUSE | | | | | | Director | | | | | | March [removed: 12, 2025] [added: 11, 2026] | | |

| /S/ MARACHEL KNIGHT | | | | | | Director | | | | | | March [removed: 12, 2025] [added: 11, 2026] | | |

| /S/ RICK WALLACE | | | | | | Director | | | | | | March [removed: 12, 2025] [added: 11, 2026] | | |

| Fiscal year ended January [removed: 28, 2023] [added: 31, 2026] | | | | | | | | | | | | | | | | | | | | | | | |

| Allowance for credit losses | | | $ | [removed: 3.0] [added: 2.6] | | | | | $ | [removed: 1.2] [added: 1.9] | | | | | $ | [removed: (2.1)] [added: —] | | | | | $ | [removed: 2.1] [added: 4.5] | |