Item 15. Exhibits and Financial Statement Schedules Copy as markdown (a)The following documents are filed as part of this Annual Report on Form 10-K:
1.Financial Statements:
See the “Index to Consolidated Financial Statements” on page 61 of this Annual Report on Form 10-K.
2.Financial Statement Schedules:
See “Schedule II — Valuation and Qualifying Accounts” on page 116 of this Annual Report on Form 10-K.
All other schedules not listed above have been omitted because they are not applicable or required, or the information required to be set forth therein is included in the Consolidated Financial Statements or Notes thereto.
3.Exhibits.
Exhibit No. Description Form File Number Incorporated by Reference from Exhibit Number Filed with SEC 2.1** Agreement and Plan of Merger and Reorganization, dated as of October 29, 2020, by and among Marvell Technology Group Ltd., Inphi Corporation, Maui HoldCo, Inc., Maui Acquisition Company Ltd and Indigo Acquisition Corp. 8-K 000-30877 2.1 10/30/2020 2.2 Agreement and Plan of Merger by and among the Company, Kauai Acquisition Corp., and Cavium, Inc. dated as of November 19, 2017 8-K 000-30877 2.1 11/20/2017 2.3 Asset Purchase Agreement between Marvell and NXP dated May 29, 2019 10-Q 000-30877 2.1 9/4/2019 3.1 Second Amended and Restated Certificate of Incorporation of Marvell Technology, Inc. 8-K 001-40357 3.1 3/15/2023 3.2 Amended and Restated Bylaws of Marvell Technology, Inc. 8-K 001-40357 3.2 4/20/2021 4.1 Base Indenture, dated as of April 12, 2021, between Marvell Technology, Inc. and U.S. Bank National Association, as trustee 8-K 000-30877 4.1 4/12/2021 4.2 First Supplemental Indenture, dated as of April 12, 2021, by and among Marvell Technology, Inc., Marvell Technology Group Ltd. and U.S. Bank National Association, as trustee 8-K 000-30877 4.2 4/12/2021 4.3 Form of $500,000,000 1.650% Senior Notes due 2026 (included as Exhibit A to Exhibit 4.2) 8-K 000-30877 4.3 4/12/2021 4.5 Form of $750,000,000 2.450% Senior Notes due 2028 (included as Exhibit B to Exhibit 4.2) 8-K 000-30877 4.4 4/12/2021 4.6 Form of $750,000,000 2.950% Senior Notes due 2031 (included as Exhibit C to Exhibit 4.2) 8-K 000-30877 4.5 4/12/2021 4.7 Second Supplemental Indenture, dated as of May 4, 2021, between Marvell Technology, Inc. and U.S. Bank National Association, as trustee 8-K 001-40357 4.2 5/4/2021
4.8 Form of $433,817,000 4.200% Senior Notes due 2023 (included as Exhibit A to Exhibit 4.2) 8-K 001-40357 4.3 5/4/2021 4.9 Form of $479,394,000 4.875% Senior Notes due 2028 (included as Exhibit B to Exhibit 4.2) 8-K 001-40357 4.4 5/4/2021 4.10 Third Supplemental Indenture, dated as of September 18, 2023, between Marvell Technology, Inc. and U.S. Bank Trust Company, National Association (successor in interest to U.S. Bank National Association), as trustee 8-K 001-40357 4.1 9/18/2023 4.11 Form of Global Note for the 5.750% Senior Notes due 2029 (included as Exhibit A to Exhibit 4.1) 8-K 001-40357 4.2 9/18/2023 4.12 Form of Global Note for the 5.950% Senior Notes due 2033 (included as Exhibit B to Exhibit 4.1) 8-K 001-40357 4.3 9/18/2023 4.13 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 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) 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) 8-K 001-40357 4.3 6/30/2025 4.13 Base Indenture, dated as of June 22, 2018, by and between Marvell Technology Group Ltd. and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee. 8-K 000-30877 4.1 6/22/2018 4.14 First Supplemental Indenture, dated as of June 22, 2018, by and between Marvell Technology Group Ltd. and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee 8-K 000-30877 4.2 6/22/2018 4.15 Second Supplemental Indenture, dated as of April 15, 2021, by and between Marvell Technology Group Ltd. and U.S. Bank National Association 8-K 000-30877 4.1 4/19/2021 4.16 The description of the Registrant’s Common Stock, par value $0.002 per share, contained in the Registrant’s Registration Statement on Form S-4 initially filed with the Commission on December 22, 2020, as amended 10-K 001-40357 4.12 3/9/2023 10.1 Form of Indemnification Agreement 8-K 001-40357 10.1 4/20/2021 10.2** Second Amended and Restated Revolving Credit Agreement, dated as of June 30, 2025, among Marvell Technology, Inc., the lenders party thereto, and Bank of America, N.A., as the Administrative Agent 8-K 001-40357 10.1 6/30/2025
10.8# Aquantia Corp. 2004 Equity Incentive Plan (including forms of grant notice and agreements) 10-Q 000-30877 10.4 12/4/2019 10.9# Inphi Corporation Amended and Restated 2010 Stock Incentive Plan, as amended and restated on April 14, 2020 S-8 333-255384 4.10 4/20/2021 10.10# Offer letter with Chris Koopmans 10-Q 000-30877 10.4 9/8/2016 10.11# Fiscal 2026 Named Executive Officer Compensation 10-Q 001-40357 10.13 5/30/2025 10.12# Marvell Technology Inc. Change in Control Severance Plan and Summary Plan Description as amended and restated June 2025 10-Q 001-40357 10.12 8/29/2025 10.13 Warrant to Purchase Common Shares of Marvell dated June 5, 2019 8-K 000-30877 99.1 6/5/2019 10.14# Promotion to CFO Letter for Willem Meintjes 10-K 001-40357 10.29 3/9/2023 10.15# Innovium, Inc. Amended 2015 Stock Option and Grant Plan (including forms of grant notice and agreements) S-8 333-260060 4.1 10/5/2021 10.16# Offer Letter for the Chief Legal Officer 10-K 001-40357 10.23 3/13/2024 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 8-K 001-40357 1.1 9/18/2023 10.18# Non-Qualified Deferred Compensation Plan 10-K 001-40357 10.21 3/12/2025 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 8-K 001-40357 1.1 6/30/2025 10.20# Senior Executive Retirement Program dated May 28, 2025 10-Q 001-40357 10.20 8/29/2025 10.21 Offer Letter for Sandeep Bharathi President, Data Center Group 10-Q 001-40357 10.21 12/3/2025 10.22# Celestial AI, Inc. Amended and Restated 2020 Equity Incentive Plan S-8 333-293205 99.1 2/04/2026 10.23# XConn Technologies Holdings, Ltd. 2021 Equity Incentive Plan S-8 333-293358 99.1 2/10/2026 19 Insider Trading Prohibition Policy and Guidelines 10-K 001-40357 19 3/12/2025 21.1 Subsidiaries of Registrant Filed herewith 23.1 Consent of Independent Registered Public Accounting Firm - Deloitte & Touche LL PFiled herewith
Management contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate.
In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Annual Report Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
** Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and similar attachments have been omitted. The registrant hereby agrees to furnish a copy of any omitted schedule or similar attachment to the SEC upon request.
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