Marvell Technology 10-Q 2025-11-01

Filed 2025-12-03. 7 sections, 361K characters. Original on sec.gov · Markdown · JSON

Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 1, 2025

or

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-40357

marvell_logo.jpg

MARVELL TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

Delaware85-3971597
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)

1000 N. West Street, Suite 1200 Wilmington, Delaware 19801

(302) 295-4840

(Address of principal executive offices, zip code and registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.002 per shareMRVLThe Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☒Accelerated filer☐
Non-accelerated filer¨Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

The number of shares of common stock of the registrant outstanding as of November 26, 2025 was 848.1 million.

TABLE OF CONTENTS

Page
PART I. FINANCIAL INFORMATION
Item 1.Financial Statements:
Unaudited Condensed Consolidated Balance Sheets as of November 1, 2025 and February 1, 20252
Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended November 1, 2025 and November 2, 20243
Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended November 1, 2025 and November 2, 20244
Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended November 1, 2025 and November 2, 20245
Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended November 1, 2025 and November 2, 20247
Notes to Unaudited Condensed Consolidated Financial Statements8
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations25
Item 3.Quantitative and Qualitative Disclosures About Market Risk34
Item 4.Controls and Procedures35
PART II. OTHER INFORMATION
Item 1.Legal Proceedings36
Item 1A.Risk Factors36
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds63
Item 5.Other Information65
Item 6.Exhibits66
Signatures70

PART I: FINANCIAL INFORMATION

Item 1. Financial Statements

MARVELL TECHNOLOGY, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except par value per share)

November 1, 2025February 1, 2025
ASSETS
Current assets:
Cash and cash equivalents$2,714.5$948.3
Accounts receivable, net1,546.31,028.4
Inventories1,014.51,029.7
Prepaid expenses and other current assets237.2113.9
Total current assets5,512.53,120.3
Property and equipment, net854.8790.5
Goodwill11,062.211,586.9
Acquired intangible assets, net1,978.32,710.6
Deferred tax assets403.5401.2
Other non-current assets1,767.71,595.0
Total assets$21,579.0$20,204.5
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable$633.7$622.2
Accrued liabilities1,351.1972.6
Accrued employee compensation252.4302.5
Short-term debt499.5129.5
Total current liabilities2,736.72,026.8
Long-term debt3,969.43,934.3
Other non-current liabilities816.3816.4
Total liabilities7,522.46,777.5
Commitments and contingencies (Note 8)
Stockholders’ equity:
Common stock, $0.002 par value1.71.7
Additional paid-in capital13,044.014,534.1
Accumulated other comprehensive income0.40.4
Retained earnings (Accumulated deficit)1,010.5(1,109.2)
Total stockholders’ equity14,056.613,427.0
Total liabilities and stockholders’ equity$21,579.0$20,204.5

See accompanying notes to unaudited condensed consolidated financial statements

MARVELL TECHNOLOGY, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per share amounts)

Three Months EndedNine Months Ended
November 1, 2025November 2, 2024November 1, 2025November 2, 2024
Net revenue$2,074.5$1,516.1$5,975.9$3,949.9
Cost of goods sold1,004.71,166.72,943.12,485.1
Gross profit1,069.8349.43,032.81,464.8
Operating expenses:
Research and development512.5488.61,539.21,451.4
Selling, general and administrative189.9205.3569.1602.5
Restructuring related charges, net9.6358.36.0366.4
Total operating expenses712.01,052.22,114.32,420.3
Operating income (loss)357.8(702.8)918.5(955.5)
Interest expense(51.2)(47.2)(151.8)(144.4)
Interest income and other, net1,908.8(0.5)1,898.35.4
Interest and other income (loss), net1,857.6(47.7)1,746.5(139.0)
Income (loss) before income taxes2,215.4(750.5)2,665.0(1,094.5)
Provision (benefit) for income taxes314.1(74.2)391.0(9.3)
Net income (loss)$1,901.3$(676.3)$2,274.0$(1,085.2)
Net income (loss) per share — basic$2.22$(0.78)$2.64$(1.25)
Net income (loss) per share — diluted$2.20$(0.78)$2.61$(1.25)
Weighted-average shares:
Basic855.8865.7861.1865.5
Diluted863.7865.7869.9865.5

See accompanying notes to unaudited condensed consolidated financial statements

MARVELL TECHNOLOGY, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In millions)

Three Months EndedNine Months Ended
November 1, 2025November 2, 2024November 1, 2025November 2, 2024
Net income (loss)$1,901.3$(676.3)$2,274.0$(1,085.2)
Other comprehensive income (loss), net of tax
Net change in unrealized gain (loss) on cash flow hedges(0.2)0.1—(1.4)
Other comprehensive income (loss), ne

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are subject to the “safe harbor” created by those sections. These statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results to differ materially from those implied by the forward-looking statements. Words such as “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “seeks,” “estimates,” “forecasts,” “targets,” “may,” “can,” “will,” “would” and similar expressions identify such forward-looking statements.

Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those indicated in the forward-looking statements. Factors that could cause actual results to differ materially from those predicted include, but are not limited to:

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

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

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

  • risks related to tariffs and trade restrictions with China, Russia and other foreign nations including risks related to the ability of our customers, particularly in jurisdictions such as China that may be subject to trade restrictions (including the need to obtain export licenses) to develop their own 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 execute on changes in strategy and realize the expected benefits from restructuring activities;

  • risks related to cancellations, rescheduling or deferrals of significant customer orders or shipments, as well as the ability of our customers to manage inventory;

  • risks related to our ability to successfully integrate and to realize anticipated benefits or synergies, on a timely basis or at all, in connection with our past, current, or any future acquisitions, divestitures, significant investments or strategic transactions;

  • risks related to the highly competitive nature of the end markets we serve, particularly within the semiconductor and infrastructure industries;

  • risks related to our ability to maintain a competitive cost structure for our manufacturing, assembly, testing and packaging processes and our reliance on third parties to produce our products;

  • risks related to our ability to attract, retain and motivate a highly skilled workforce, especially engineering, managerial, sales and marketing employees;

  • risks related to any current and future litigation, regulatory investigations, or contractual disputes with customers that could result in substantial costs and a diversion of management’s attention and resources that are needed to successfully maintain and grow our business;

  • risks related to our ability to scale our business;

*•*cybersecurity risks;

  • risks related to our debt obligations;

  • risks related to the extension of lead time due to supply chain disruptions, component shortages that impact the costs and production of our products and kitting process, and constrained availability from other electronic suppliers impacting our customers’ ability to ship their products, which in turn may adversely impact our sales to those customers;

  • risks related to the specific conditions in the end markets we address, including seasonality and volatility in the technology sector and semiconductor industry;

  • risks related to failures to qualify our products or our suppliers’ manufacturing lines;

  • risks related to failures to protect our intellectual property, particularly outside the United States;

  • risks related to the potential impact of significant events or natural disasters or the effects of climate change (such as drought, flooding, wildfires, increased storm severity, sea level rise, and power outages), particularly in certain regions in which we operate or own buildings, such as Santa Clara, California, and where our third-party manufacturing partners or suppliers operate, such as Taiwan and elsewhere in the Pacific Rim;

  • risks related to our sustainability programs;

  • risks related to the impact of the COVID-19 pandemic or other future pandemics, on the global economy and on our customers, suppliers, employees and business; and

  • risks related to failures of our customers to agree to pay for NRE (non-recurring engineering) costs, failure to pay enough to cover the costs we incur in connection with NREs or non-payment of previously agreed NRE costs due to us.

Additional factors which could cause actual results to differ materially include those set forth in the following discussion, as well as the risks discussed in Part II, Item 1A, “Risk Factors,” and other sections of this Quarterly Report on Form 10-Q. These forward-looking statements speak only as of the date hereof. We undertake no obligation to update any forward-looking statements.

Overview

We are a leading supplier of data infrastructure semiconductor solutions, spanning the data center core to network edge. We are a fabless supplier of high-performance semiconductor products with core strengths in developing and scaling complex System-on-a-Chip architectures, integrating analog, mixed-signal and digital signal processing functionality. 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 center, enterprise networking, carrier infrastructure, consumer, and automotive/industrial end markets.

Net revenue in the third quarter of fiscal 2026 was $2.1 billion and was 37% higher than net revenue in the third quarter of fiscal 2025. This was due to increases in sales from the data center end market by 38%, from the enterprise networking end market by 57%, from the carrier infrastructure end market by 98%, and from the consumer end market by 21%. The increase was partially offset by a decrease in sales from the automotive/industrial end market by 58%, primarily due to the divestiture of our automotive ethernet business at the beginning of the third quarter of fiscal 2026.

Strong revenue growth from our data center market driven by AI related demand for our custom products and electro-optics portfolio. Additionally, following a period of inventory correction, we have continued to see revenue recovery in our carrier infrastructure and enterprise networking end markets, with both end markets growing significantly compared to the third quarter of fiscal 2025.

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

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 three months ended November 1, 2025, we recorded a pre-tax gain on sale of $1.8 billion, which is included in interest income and other, net in the Unaudited Condensed Consolidated Statements of Operations. See “Note 1 – Basis of Presentation” in the Notes to Unaudited Condensed Consolidated Financial Statements for further information.

Subsequent to quarter end, on December 2, 2025, we announced our intent to acquire Celestial AI Inc. (“Celestial”), a provider of a photonic fabric platform purpose-built for next-generation scale-up interconnect. We will issue Celestial shareholders a mix of cash and shares of our common stock to be determined. This represents approximately $3.25 billion in transaction value upon acquisition close and may increase up to a total of approximately $5.5 billion in transaction value depending on the achievement of earn-out milestones after acquisition close. The acquisition is expected to close in the first quarter of calendar 2026, subject to regulatory approval as well as other customary closing conditions.

Government Incentives and Grants. We continue to benefit from lower income tax rates in certain jurisdictions through statutory elections or agreements with governmental agencies, which may include a commitment to maintain, or increase, headcount and business investment levels in those jurisdictions. The tax benefits associated with these reduced income tax rates are recorded through our income tax provision for the periods in which such incentive tax rates are effective. However, changes in international taxation, notably the enactment by numerous countries of minimum tax legislation modeled after the Organization for Economic Cooperation and Development’s Pillar Two tax framework, could significantly reduce the income tax benefit associated with these tax incentives. In addition, certain jurisdictions in which we operate are pursuing alternative incentive programs, which operate within the Pillar Two tax framework.

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.

Capital Return Program. We remain committed to delivering stockholder value through our stock repurchase and dividend programs. Under the program authorized by our Board of Directors, we may repurchase shares of our common stock in the open-market or through privately negotiated transactions. 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. See “Note 12 – Supplemental Financial Information” in the Notes to Unaudited Condensed Consolidated Financial Statements for additional information. The extent to which we repurchase our stock and the timing of such repurchases will depend upon market conditions, legal rules and regulations, and other corporate considerations, as determined by our management team. During the nine months ended November 1, 2025, we repurchased 23.3 million shares of our common stock for $1.8 billion. As of November 1, 2025, $5.7 billion remained available for future stock repurchases.

We returned $2.0 billion to stockholders in the nine months ended November 1, 2025 through $1.8 billion in repurchases of shares of our common stock and $154.3 million in cash dividends.

Cash and Short-Term Investments. Our cash and cash equivalents were $2.7 billion at November 1, 2025, which were $1.8 billion higher than our balance at February 1, 2025 of $948.3 million.

Sales and Customer Composition. Our accounts receivable was concentrated with three customers at November 1, 2025, who represented a total of 70% of gross accounts receivable, compared with four customers at November 2, 2024, who represented a total of 67% of gross accounts receivable. Net revenue attributable to significant customers including both distributor and direct customers whose revenues represented 10% or more of total net revenue is presented in the following table:

Three Months EndedNine Months Ended
November 1, 2025November 2, 2024November 1, 2025November 2, 2024
Direct Customer:
Customer A11%13%14%*
Distributor:
Distributor A38%33%36%35%

*Less than 10% of net revenue.

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

Most of our sales are made to customers with operations located outside of the United States, primarily in Asia, and a majority of our products are manufactured outside the United States. Sales shipped to customers with operations in Asia represented approximately 77% and 76% of our net revenue in the three and nine months ended November 1, 2025, respectively, and approximately 74% and 75% of our net revenue in the three and nine months ended November 2, 2024, respectively. Because many manufacturers and manufacturing subcontractors of our customers are located in Asia, we expect that most of our net revenue will continue to be represented by sales to our customers in that region. For risks related to our global operations, see Part II, Item 1A, “Risk Factors,” including but not limited to the risk detailed under the caption “We face additional risks due to the extent of our global operations since a majority of our products, and those of many of our customers, are manufactured and sold outside of the United States. The occurrence of any or a combination of the additional risks described below would significantly and negatively impact our business and results of operations.”

The development process for our products is long, which may cause us to experience a delay between the time we incur expenses and the time revenue is generated from these expenditures. We anticipate that the rate of new orders may vary significantly from quarter to quarter. For risks related to our sales cycle, see Part II, Item 1A, “Risk Factors,” including but not limited to the risk detailed under the caption “We are subject to order and shipment uncertainties. If we are unable to accurately predict customer demand, we may hold excess or obsolete inventory, which would reduce our gross margin. Conversely, we may have insufficient inventory or be unable to obtain the supplies or contract manufacturing capacity to meet demand, which would result in lost revenue opportunities and potential loss of market share as well as damaged customer relationships.”

To secure capacity over the long term, we have entered into capacity reservation arrangements with certain foundries and partners. See “Note 8 – Commitments and Contingencies” in the Notes to Unaudited Condensed Consolidated Financial Statements for additional information.

Critical Accounting Policies and Estimates

There have been no material changes during the three months ended November 1, 2025 to our critical accounting policies and estimates from the information provided in the “Critical Accounting Policies and Estimates” section of Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the fiscal year ended February 1, 2025.

In the current macroeconomic environment, our estimates could require increased judgment and carry a higher degree of variability and volatility. We continue to monitor and assess our estimates in light of developments, and as events continue to evolve and additional information becomes available, our estimates may change materially in future periods.

Results of Operations

The following table sets forth information derived from our Unaudited Condensed Consolidated Statements of Operations expressed as a percentage of net revenue:

Three Months EndedNine Months Ended
November 1, 2025November 2, 2024November 1, 2025November 2, 2024
Net revenue100.0%100.0%100.0%100.0%
Cost of goods sold48.477.049.262.9
Gross profit51.623.050.837.1
Operating expenses:
Research and development24.632.225.836.7
Selling, general and administrative9.213.69.515.3
Restructuring related charges, net0.523.60.19.3
Total operating expenses34.369.435.461.3
Operating income (loss)17.3(46.4)15.4(24.2)
Interest and other income (loss), net89.5(3.1)29.2(3.5)
Income (loss) before income taxes106.8(49.5)44.6(27.7)
Provision (benefit) for income taxes15.1(4.9)6.5(0.2)
Net income (loss)91.7%(44.6)%38.1%(27.5)%

Three and nine months ended November 1, 2025 and November 2, 2024

Net Revenue

Three Months EndedNine Months Ended
November 1, 2025November 2, 2024% ChangeNovember 1, 2025November 2, 2024% Change
(in millions, except percentage)
Net revenue$2,074.5$1,516.136.8%$5,975.9$3,949.951.3%

Our net revenue for the three months ended November 1, 2025 increased by $558.4 million, or 37%, compared to net revenue for the three months ended November 2, 2024. This was primarily due to a 38% increase in sales from the data center end market which benefited from strong AI related demand. Sales from the enterprise networking end market and the carrier infrastructure end market also increased by 57% and 98%, respectively, which have both continued to recover due to normalizing customer inventory levels and strong adoption of our products. The increase was partially offset by a decrease in sales from the automotive/industrial end market by 58%, primarily due to the divestiture of our automotive ethernet business at the beginning of the third quarter of fiscal 2026.

Our net revenue for the nine months ended November 1, 2025 increased by $2.0 billion, or 51%, compared to net revenue for the nine months ended November 2, 2024. This was primarily due to a 59% increase in sales from the data center end market which benefited from strong AI related demand. Sales from the carrier infrastructure end market and the enterprise networking end market also increased by 88% and 34%, respectively, which have both continued to recover due to normalizing customer inventory levels and strong adoption of our products. The increase was partially offset by a decrease in sales from the automotive/industrial end market by 21%, primarily due to the divestiture of our automotive ethernet business at the beginning of the third quarter of fiscal 2026.

Cost of Goods Sold and Gross Profit

Three Months EndedNine Months Ended
November 1, 2025November 2, 2024% ChangeNovember 1, 2025November 2, 2024% Change
(in millions, except percentage)
Cost of goods sold$1,004.7$1,166.7(13.9)%$2,943.1$2,485.118.4%
% of net revenue48.4%77.0%49.2%62.9%
Gross profit$1,069.8$349.4206.2%$3,032.8$1,464.8107.0%
% of net revenue51.6%23.0%50.8%37.1%

Cost of goods sold as a percentage of net revenue decreased for the three and nine months ended November 1, 2025 compared to the three and nine months ended November 2, 2024, which was primarily due to impairment charges of $356.8 million for acquired intangible assets, inventories, property and equipment, and other non-current assets associated with restructuring actions during the quarter ended November 2, 2024. The decreases in cost of goods sold as a percentage of net revenue were also due to better cost absorption driven by higher revenues, partially offset by a shift in product mix. As a result, gross margin for the three and nine months ended November 1, 2025 increased by 28.6 and 13.7 percentage points, respectively, compared to the three and nine months ended November 2, 2024. See “Note 7 – Restructuring” in the Notes to Unaudited Condensed Consolidated Financial Statements for further information.

Research and Development

Three Months EndedNine Months Ended
November 1, 2025November 2, 2024% ChangeNovember 1, 2025November 2, 2024% Change
(in millions, except percentage)
Research and development$512.5$488.64.9%$1,539.2$1,451.46.0%
% of net revenue24.6%32.2%25.8%36.7%

Research and development expense increased by $23.9 million and $87.8 million, respectively, in the three and nine months ended November 1, 2025 compared to the three and nine months ended November 2, 2024. The increases were primarily due to higher overall spending to support our R&D initiatives, including $15.8 million and $26.8 million, respectively, of higher engineering design related costs driven by impairment charges for property and equipment.

Selling, General and Administrative

Three Months EndedNine Months Ended
November 1, 2025November 2, 2024% ChangeNovember 1, 2025November 2, 2024% Change
(in millions, except percentage)
Selling, general and administrative$189.9$205.3(7.5)%$569.1$602.5(5.5)%
% of net revenue9.2%13.6%9.5%15.3%

Selling, general and administrative expense decreased by $15.4 million and $33.4 million, respectively, in the three and nine months ended November 1, 2025 compared to the three and nine months ended November 2, 2024. The decreases were primarily due to lower amortization expense for acquired intangible assets.

Restructuring Related Charges, Net

Three Months EndedNine Months Ended
November 1, 2025November 2, 2024% ChangeNovember 1, 2025November 2, 2024% Change
(in millions, except percentage)
Restructuring related charges, net$9.6$358.3(97.3)%$6.0$366.4(98.4)%
% of net revenue0.5%23.6%0.1%9.3%

We recognized net restructuring related charges of $9.6 million and $6.0 million in the three and nine months ended November 1, 2025 as we continued to evaluate our existing operations to increase operational efficiency, decrease costs and increase profitability. See “Note 7 – Restructuring” in the Notes to Unaudited Condensed Consolidated Financial Statements for further information.

Interest and Other Income (Loss), Net

Three Months EndedNine Months Ended
November 1, 2025November 2, 2024% ChangeNovember 1, 2025November 2, 2024% Change
(in millions, except percentage)
Interest expense$(51.2)$(47.2)8.5%$(151.8)$(144.4)5.1%
Interest income and other, net1,908.8(0.5)*1,898.35.4*
Interest and other income (loss), net$1,857.6$(47.7)*$1,746.5$(139.0)*
% of net revenue89.5%(3.1)%29.2%(3.5)%

*Not meaningful.

Interest and other income (loss), net increased by $1.9 billion in the three and nine months ended November 1, 2025 compared to the three and nine months ended November 2, 2024. The increases were primarily due to the $1.8 billion gain on sale of our automotive ethernet business in the third quarter of fiscal 2026. The increases were also driven by higher net gains recognized from equity investments, as well as higher interest income.

Provision (benefit) for income taxes

Three Months EndedNine Months Ended
November 1, 2025November 2, 2024% ChangeNovember 1, 2025November 2, 2024% Change
(in millions, except percentage)
Provision (benefit) for income taxes$314.1$(74.2)*$391.0$(9.3)*

*Not meaningful.

Our income tax expense for the three months ended November 1, 2025 was $314.1 million compared to a tax benefit of $74.2 million for the three months ended November 2, 2024. The increase in the provision for income taxes for three months ended November 1, 2025 as compared to the three months ended November 2, 2024, was driven by an increase in earnings, resulting primarily from the sale of our automotive ethernet business, in the current period against losses in the November 2, 2024 period. The recorded tax expense is based on year-to-date pretax results, forecasted pretax results, forecasted annual tax expense and discrete adjustments for the respective periods.

Our income tax expense for the nine months ended November 1, 2025 was $391.0 million compared to a tax benefit of $9.3 million for the nine months ended November 2, 2024. The increase in the provision for income taxes for nine months ended November 1, 2025 as compared to the nine months ended November 2, 2024, was driven by an increase in earnings, resulting primarily from the sale of our automotive ethernet business, in the current period against losses in the November 2, 2024 period. The recorded tax expense is based on year-to-date pretax results, forecasted pretax results, forecasted annual tax expense and discrete adjustments for the respective periods.

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 November 1, 2025 period includes the estimated impact of the 2025 Tax Act. We will continue to evaluate the impact of the 2025 Tax Act on our income taxes.

Our provision for incomes taxes may be affected by changes in the geographic mix of earnings with different applicable tax rates, acquisitions or divestitures, changes in the realizability of deferred tax assets, accruals related to contingent tax liabilities and period-to-period changes in such accruals, the results of income tax audits, the expiration of statutes of limitations, the implementation of tax planning strategies, tax rulings, court decisions, settlements with tax authorities and changes in tax laws and regulations. It is also possible that significant negative evidence may become available that causes us to conclude that a valuation allowance is needed on certain of our deferred tax assets, which would adversely affect our income tax provision in the period of such change in judgment.

We are subject to legislation based on the Organization for Economic Cooperation and Development’s 15% global minimum tax regime which applies to the majority of countries in which we operate. As a result of this legislation, our foreign earnings are generally subject to a minimum tax rate of 15%. On June 28, 2025, the G7 released a joint statement that it had reached an understanding with the U.S. on a side-by-side system that would exempt U.S. parented multinational businesses from certain provisions of Pillar Two; however, no agreement regarding implementation of the proposal has yet been reached. The effects of any future legislation in this area are not yet reasonably estimable, but if such legislation is enacted in the future, could have a significant effect on our provision for income taxes, our financial results, and our earnings and cash flows.

The ultimate realization of deferred tax assets depends upon the generation of future taxable income during the periods in which those assets become deductible or creditable. We evaluate the recoverability of these assets, weighing all positive and negative evidence, and provide or maintain a valuation allowance for these assets if it is more likely than not that some, or all, of the deferred tax assets will not be realized. If negative evidence exists, sufficient positive evidence is necessary to support a conclusion that a valuation allowance is not needed. We consider all available evidence such as our earnings history including the existence of cumulative income or losses, reversals of taxable temporary differences, projected future taxable income, and tax planning strategies. In future periods, it is possible that significant positive or negative evidence could arise that results in a change in our judgment with respect to the need for a valuation allowance, which could result in a tax benefit, or adversely affect our income tax provision, in the period of such change in judgment.

We also continue to evaluate potential changes to our legal structure in response to guidelines and requirements in various international tax jurisdictions where we conduct business. Additionally, please see the information in Part II, Item 1A, “Risk Factors” under the caption “Changes in existing taxation benefits, tax rules or tax practices may adversely affect our financial results.”

Liquidity and Capital Resources

Our principal source of liquidity as of November 1, 2025 consisted of approximately $2.7 billion of cash and cash equivalents, of which approximately $1.4 billion was held by subsidiaries outside of the United States, a portion of which are deemed to be indefinitely reinvested. We manage our worldwide cash requirements by, among other things, reviewing available funds held by our foreign subsidiaries and the cost effectiveness by which those funds can be accessed in the United States.

As of November 1, 2025, we had total borrowings outstanding of $4.5 billion, consisting of senior notes outstanding, of which $499.5 million is due within twelve months.

During the first quarter of fiscal 2026, we repaid $32.8 million of the principal outstanding of the 5-Year Tranche Loan. During the second quarter of fiscal 2026, the 5-Year Tranche Loan, due on April 20, 2026, which had a remaining principal of $557.8 million, was repaid in full.

On June 30, 2025, we entered into an agreement to amend and restate the credit facility to increase the borrowing capacity to $1.5 billion (as so amended and restated, the “2025 Revolving Credit Facility”). The 2025 Revolving Credit Facility has a 5-year term and a stated floating interest rate which equates to an adjusted term SOFR plus an applicable margin. During the second quarter of fiscal 2026, we repaid $200.0 million on the 2025 Revolving Credit Facility that was outstanding from the first quarter of fiscal 2026. As of November 1, 2025, the 2025 Revolving Credit Facility was undrawn and is available for draw down through June 30, 2030.

On June 30, 2025, we completed a debt offering and issued (i) $500.0 million of Senior Notes with a 5-year term due in 2030 (“2030 Senior Notes”) and (ii) $500.0 million of Senior Notes with a 10-year term due in 2035 (“2035 Senior Notes”).

For a description of our contractual obligations including debt and purchase commitments, see “Note 6 – Debt,” and “Note 8 – Commitments and Contingencies” in the Notes to Unaudited Condensed Consolidated Financial Statements. We generally expect to satisfy these commitments with cash on hand and cash provided by operating activities.

We may elect to factor trade accounts receivable from time to time as part of our overall liquidity and working capital management strategy. During the three and nine months ended November 1, 2025, we generated cash from operations from the sale of certain trade accounts receivable on a non-recourse basis to a third-party financial institution pursuant to a factoring arrangement. See “Note 12 – Supplemental Financial Information” in the Notes to Unaudited Condensed Consolidated Financial Statements for additional information.

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 three months ended November 1, 2025, we recorded a pre-tax gain on sale of $1.8 billion, which is included in interest income and other, net in the Unaudited Condensed Consolidated Statements of Operations. See “Note 1 – Basis of Presentation” in the Notes to Unaudited Condensed Consolidated Financial Statements for further information.

We believe that our existing cash and cash equivalents, together with cash generated from operations, and funds from our 2025 Revolving Credit Facility will be sufficient to cover our working capital needs, capital expenditures, investment requirements, any declared dividends, repurchases of our common stock, commitments (including those discussed in “Note 8 – Commitments and Contingencies” in the Notes to Unaudited Condensed Consolidated Financial Statements), and the income tax related to the sale of our automotive ethernet business, for at least the next twelve months. Our capital requirements will depend on many factors, including our rate of sales growth, market acceptance of our products, costs of securing access to adequate manufacturing capacity, the timing and extent of research and development projects and increases in operating expenses, all of which are subject to uncertainty.

To the extent that our existing cash and cash equivalents, together with cash generated from operations, and funds available under our 2025 Revolving Credit Facility are insufficient to fund our future activities, we may need to raise additional funds through public or private debt or equity financing. We may also acquire additional businesses, purchase assets or enter into other strategic arrangements in the future, which could also require us to seek debt or equity financing. Additional equity financing or convertible debt financing may be dilutive to our current stockholders. If we elect to raise additional funds, we may not be able to obtain such funds on a timely basis or on acceptable terms, if at all. In addition, the equity or debt securities that we issue may have rights, preferences or privileges senior to our common stock.

Future payment of a regular quarterly cash dividend on our common stock and our planned repurchases of common stock will be subject to, among other things, the best interests of the Company and our stockholders, our results of operations, cash balances and future cash requirements, financial condition, developments in ongoing litigation, statutory requirements under Delaware law, U.S. securities laws and regulations, market conditions and other factors that our Board of Directors may deem relevant. Our dividend payments and repurchases of common stock may change from time to time, and we cannot provide assurance that we will continue to declare dividends or repurchase stock at all or in any particular amounts.

Cash Flows from Operating Activities

Net cash provided by operating activities for the nine months ended November 1, 2025 was $1.4 billion. We had a net income of $2.3 billion adjusted for the following non-cash items: gain on sale of our automotive ethernet business of $1.8 billion, amortization of acquired intangible assets of $718.4 million, stock-based compensation expense of $447.8 million, depreciation and amortization of $255.2 million, restructuring related gains of $14.0 million, deferred income tax benefit of $2.2 million, and $85.1 million of net loss from other non-cash items. Cash outflow from working capital of $557.1 million for the nine months ended November 1, 2025 was primarily driven by increases in accounts receivable, and prepaid expenses and other assets, and decreases in accounts payable and accrued employee compensation, partially offset by an increase in accrued liabilities and other non-current liabilities. The increase in accounts receivable was primarily due to higher sales and the impact of decreased factoring of receivables. The increase in prepaid expenses and other assets was primarily driven by higher prepaid ship and debits due to higher inventory balances at distributors, and from receivables for government incentives earned. The decrease in accounts payable was due to the timing of payments. The decrease in accrued employee compensation was due to timing of bonus payout of our annual employee bonus plan. The increase in accrued liabilities and other non-current liabilities was primarily driven by an increase in income tax payable mainly from taxes on gain from sale of business, and higher ship and debit claims accrual.

Net cash provided by operating activities for the nine months ended November 2, 2024 was $1.2 billion. We had a net loss of $1.1 billion adjusted for the following non-cash items: amortization of acquired intangible assets of $805.5 million, restructuring related impairment charges of $524.1 million, stock-based compensation expense of $449.8 million, depreciation and amortization of $225.5 million, deferred income tax benefit of $106.2 million, and $42.1 million of net loss from other non-cash items. Cash inflow from working capital of $311.6 million for the nine months ended November 2, 2024 was primarily driven by decreases in prepaid expenses and other assets, and accounts receivable, and increase in accounts payable, partially offset by a decrease in accrued liabilities and other non-current liabilities. The decrease in prepaid expenses and other assets was primarily driven by a decrease in prepaid ship and debits due to lower inventory balances at distributors as a result of increased sell through, and a decrease in prepaid corporate income tax, partially offset by payments on supply capacity reservation agreements, net of refunds. The decrease in accounts receivable was primarily due to higher factored receivables and higher distribution sales reserves. The increase in accounts payable was primarily due to payment timing management. The decrease in accrued liabilities and other non-current liabilities was primarily driven by lower ship and debit claims accrual due to lower inventory balances at distributors as a result of increased sell through, payments of accruals, partially offset by increases in restructuring accruals.

Cash Flows from Investing Activities

For the nine months ended November 1, 2025, net cash provided by investing activities of $2.2 billion was primarily driven by net proceeds from sale of our automotive ethernet business of $2.5 billion, and proceeds from sales of property and equipment of $27.4 million, partially offset by purchases of property and equipment of $239.8 million.

For the nine months ended November 2, 2024, net cash used in investing activities of $230.4 million was primarily driven by purchases of property and equipment of $214.7 million.

Cash Flows from Financing Activities

For the nine months ended November 1, 2025, net cash used in financing activities of $1.8 billion was primarily attributable to $1.8 billion repurchases of common stock, $790.6 million repayment of debt principal, $163.4 million for tax withholding payments on behalf of employees for net share settlements, $154.3 million for payment of our quarterly dividends, and $102.0 million payments on technology license obligations, partially offset by $1.2 billion proceeds from borrowings and $51.5 million in proceeds from the issuance of common stock under our employee stock plans.

For the nine months ended November 2, 2024, net cash used in financing activities of $1.0 billion was primarily attributable to $525.0 million repurchases of common stock, $190.3 million for tax withholding payments on behalf of employees for net share settlements, $155.6 million for payment of our quarterly dividends, $124.4 million payments on technology license obligations, and $76.6 million repayment of debt principal, partially offset by $52.4 million in proceeds from the issuance of common stock under our employee stock plans.

Indemnification Obligations

See “Note 8 – Commitments and Contingencies” in the Notes to Unaudited Condensed Consolidated Financial Statements set forth in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk. With our outstanding debt, we are exposed to various forms of market risk. We maintain an investment policy that requires minimum credit ratings, diversification of credit risk and limits the long-term interest rate risk by requiring effective maturities of generally less than five years. We typically invest our excess cash primarily in highly liquid debt instruments including money market funds and time deposits. Investments in both fixed rate and floating rate interest earning securities carry a degree of interest rate risk. Fixed rate securities may have their fair market value adversely impacted due to a rise in interest rates, while floating rate securities may produce less income than predicted if interest rates fall. There were no such investments on hand at November 1, 2025, aside from cash and cash equivalents.

Foreign Currency Exchange Risk. All of our sales and the majority of our expenses are denominated in U.S. dollars. Since we operate in many countries, a percentage of our international operational expenses are denominated in foreign currencies and exchange volatility could positively or negatively impact those operating costs. Increases in the value of the U.S. dollar relative to other currencies could make our products more expensive, which could negatively impact our ability to compete. Conversely, decreases in the value of the U.S. dollar relative to other currencies could result in our suppliers raising their prices to continue doing business with us. Additionally, we may hold certain assets and liabilities, including potential tax liabilities, in local currency on our consolidated balance sheets. These tax liabilities would be settled in local currency. Therefore, foreign exchange gains and losses from remeasuring the tax liabilities are recorded to interest and other income (loss), net. We do not believe that foreign exchange volatility has a significant effect on our current business or results of operations. However, fluctuations in currency exchange rates could have a greater effect on our business or results of operations in the future to the extent our expenses increasingly become denominated in foreign currencies.

We may enter into foreign currency forward and option contracts with financial institutions to protect against foreign exchange risks associated with certain existing assets and liabilities, certain firmly committed transactions, forecasted future cash flows and net investments in foreign subsidiaries. However, we may choose not to hedge certain foreign exchange exposures for a variety of reasons, including, but not limited to, accounting considerations and the prohibitive economic cost of hedging particular exposures.

To provide an assessment of the foreign currency exchange risk associated with our foreign currency exposures within operating expense, we performed a sensitivity analysis to determine the effect that an adverse change in exchange rates would have on our financial statements. If the U.S. dollar weakened by 10%, our operating expenses could increase by approximately 2%.

Item 4. Controls and Procedures

Management’s Evaluation of Disclosure Controls and Procedures

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). Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of November 1, 2025.

Changes in Internal Control Over Financial Reporting

No changes 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 November 1, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Inherent Limitation on Effectiveness of Controls

Our management, including our principal executive officer and our principal financial officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. The design of any system of controls is based in part on certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The information under the caption “Contingencies and Legal Proceedings” as set forth in “Note 8 – Commitments and Contingencies” of our Notes to Unaudited Condensed Consolidated Financial Statements, included in Part I, Item 1, is incorporated herein by reference. For additional discussion of certain risks associated with legal proceedings, see Part II, Item 1A, “Risk Factors,” immediately below.

Item 1A. Risk Factors

Investing in our common stock involves a high degree of risk. You should carefully consider the material risks and uncertainties described below and all information contained in this report before you decide to purchase our common stock. Many of these risks and uncertainties are beyond our control, including business cycles and seasonal trends of the computing, infrastructure, semiconductor and related industries and end markets. A manifestation of any of the following risks and uncertainties could, in circumstances we may or may not be able to accurately predict, render us unable to conduct our business as currently planned and materially and adversely affect our reputation, business, prospects, financial condition, cash flows, liquidity and operating results. In addition, the trading price of our common stock could decline due to the occurrence of any of these risks, and you could lose all or part of your investment. It is not possible to predict or identify all such risks and uncertainties; our operations could also be affected by risks or uncertainties that are not presently known to us or that we currently do not consider to present significant risks to our operations. Therefore, you should not consider the following discussion to be a complete statement of all the potential risks or uncertainties that we face.

SUMMARY OF FACTORS THAT MAY AFFECT OUR FUTURE RESULTS

The following summarizes the principal factors that make an investment in the Company speculative or risky. This summary should be read in conjunction with the remainder of this “Risk Factors” section and should not be relied upon as an exhaustive summary of the material risks facing our business. The occurrence of any of these risks could harm our business, financial condition, results of operations and/or growth prospects or cause our actual results to differ materially from those contained in forward-looking statements we have made in this report and those we may make from time to time. You should consider all of the risk factors described in our public filings when evaluating our business.

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

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

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

  • risks related to tariffs and trade restrictions with China, Russia and other foreign nations including risks related to the ability of our customers, particularly in jurisdictions such as China that may be subject to trade restrictions (including the need to obtain export licenses) to develop their own 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 execute on changes in strategy and realize the expected benefits from restructuring activities;

  • risks related to cancellations, rescheduling or deferrals of significant customer orders or shipments, as well as the ability of our customers to manage inventory;

  • risks related to our ability to successfully integrate and to realize anticipated benefits or synergies, on a timely basis or at all, in connection with our past, current, or any future acquisitions, divestitures, significant investments or strategic transactions;

  • risks related to the highly competitive nature of the end markets we serve, particularly within the semiconductor and infrastructure industries;

  • risks related to our ability to maintain a competitive cost structure for our manufacturing, assembly, testing and packaging processes and our reliance on third parties to produce our products;

  • risks related to our ability to attract, retain and motivate a highly skilled workforce, especially engineering, managerial, sales and marketing employees;

  • risks related to any current and future litigation, regulatory investigations, or contractual disputes with customers that could result in substantial costs and a diversion of management’s attention and resources that are needed to successfully maintain and grow our business;

  • risks related to our ability to scale our business;

  • cybersecurity risks;

  • risks related to our debt obligations;

  • risks related to the extension of lead time due to supply chain disruptions, component shortages that impact the costs and production of our products and kitting process, and constrained availability from other electronic suppliers impacting our customers’ ability to ship their products, which in turn may adversely impact our sales to those customers;

  • risks related to the specific conditions in the end markets we address, including seasonality and volatility in the technology sector and semiconductor industry;

  • risks related to failures to qualify our products or our suppliers’ manufacturing lines;

  • risks related to failures to protect our intellectual property, particularly outside the United States;

  • risks related to the potential impact of significant events or natural disasters or the effects of climate change (such as drought, flooding, wildfires, increased storm severity, sea level rise, and power outages), particularly in certain regions in which we operate or own buildings, such as Santa Clara, California, and where our third-party manufacturing partners or suppliers operate, such as Taiwan and elsewhere in the Pacific Rim;

  • risks related to our sustainability programs;

  • risks related to the impact of the COVID-19 pandemic or other future pandemics, on the global economy and on our customers, suppliers, employees and business; and

  • risks related to failures of our customers to agree to pay for NRE (non-recurring engineering) costs, failure to pay enough to cover the costs we incur in connection with NREs or non-payment of previously agreed NRE costs due to us.

Our quarterly results of operations have fluctuated in the past and could do so in the future. Because our results of operations are difficult to predict, you should not rely on quarterly comparisons of our results of operations as an indication of our future performance. Due to fluctuations in our quarterly results of operations and other factors, the price at which our common stock will trade is likely to continue to be highly volatile. Accordingly, you may not be able to resell your common stock at or above the price you paid. In future periods, our stock price could decline if, among other factors, our revenue or operating results are below our estimates or the estimates or expectations of securities analysts and investors. Our stock is traded on the Nasdaq Global Select Market under the ticker symbol “MRVL”. As a result of stock price volatility, we may be subject to securities class action litigation. Any litigation could result in substantial costs and a diversion of management’s attention and resources that are needed to successfully maintain and grow our business.

CHANGES IN PRODUCT DEMAND CAN ADVERSELY AFFECT OUR FINANCIAL RESULTS

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

World-wide markets for our AI, Cloud and 5G 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 AI, Cloud and 5G product

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Item 5. Other Information

(c) Trading Plans

In the third quarter of fiscal 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:

NameTitleAdopted or TerminatedAdoption/Termination DatePlan Start DatePlan End DateTransactionsShares (1)(2)
Officers
Matthew J. MurphyChairman and Chief Executive OfficerTerminated9/11/20259/15/20253/18/2026Sales50,000
Matthew J. MurphyChairman and Chief Executive OfficerAdopted9/12/202512/15/20256/17/2026Sales50,000
Matthew J. MurphyChairman and Chief Executive OfficerTerminated9/24/202512/15/20256/17/2026Sales50,000
Sandeep BharathiPresident, Data Center GroupTerminated9/24/202510/16/20251/23/2026Sales36,460
Willem MeintjesChief Financial OfficerTerminated9/24/202510/17/202510/15/2026Sales33,000

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

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

Item 6. Exhibits
Exhibit No.ItemFormFile NumberIncorporated by Reference from Exhibit NumberFiled 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-K000-308772.110/30/2020
2.2Agreement and Plan of Merger by and among the Company, Kauai Acquisition Corp., and Cavium, Inc. dated as of November 19, 20178-K000-308772.111/20/2017
2.3Asset Purchase Agreement between Marvell and NXP dated May 29, 201910-Q000-308772.19/4/2019
3.1Second Amended and Restated Certificate of Incorporation of Marvell Technology, Inc.8-K001-403573.13/15/2023
3.2Amended and Restated Bylaws of Marvell Technology, Inc.8-K001-403573.24/20/2021
4.1Base Indenture, dated as of April 12, 2021, between Marvell Technology, Inc. and U.S. Bank National Association, as trustee8-K000-308774.14/12/2021
4.2First 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 trustee8-K000-308774.24/12/2021
4.3Form of $500,000,000 1.650% Senior Notes due 2026 (included as Exhibit A to Exhibit 4.2)8-K000-308774.34/12/2021
4.5Form of $750,000,000 2.450% Senior Notes due 2028 (included as Exhibit B to Exhibit 4.2)8-K000-308774.44/12/2021
4.6Form of $750,000,000 2.950% Senior Notes due 2031 (included as Exhibit C to Exhibit 4.2)8-K000-308774.54/12/2021
4.7Second Supplemental Indenture, dated as of May 4, 2021, between Marvell Technology, Inc. and U.S. Bank National Association, as trustee8-K001-403574.25/4/2021
4.8Form of $433,817,000 4.200% Senior Notes due 2023 (included as Exhibit A to Exhibit 4.2)8-K001-403574.35/4/2021
4.9Form of $479,394,000 4.875% Senior Notes due 2028 (included as Exhibit B to Exhibit 4.2)8-K001-403574.45/4/2021
4.10Third 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 trustee8-K001-403574.19/18/2023
4.11Form of Global Note for the 5.750% Senior Notes due 2029 (included as Exhibit A to Exhibit 4.1)8-K001-403574.29/18/2023
4.12Form of Global Note for the 5.950% Senior Notes due 2033 (included as Exhibit B to Exhibit 4.1)8-K001-403574.39/18/2023
4.13Fourth 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 trustee8-K001-403574.16/30/2025
4.14Form of Global Note for the 4.750% Senior Notes due 2030 (included as Exhibit A to Exhibit 4.1)8-K001-403574.26/30/2025
4.15Form of Global Note for the 5.450% Senior Notes due 2035 (included as Exhibit B to Exhibit 4.1)8-K001-403574.36/30/2025
4.13Base 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 trustee8-K000-308774.16/22/2018
4.14First 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 trustee8-K000-308774.26/22/2018
4.15Second Supplemental Indenture, dated as of April 15, 2021, by and between Marvell Technology Group Ltd. and U.S. Bank National Association8-K000-308774.14/19/2021
4.16The 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 amended10-K001-403574.123/9/2023
10.1Form of Indemnification Agreement8-K001-4035710.14/20/2021
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 Agent8-K001-4035710.16/30/2025
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)S-8333-2553844.14/20/2021
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)8-K000-3087710.29/26/2013
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 Plan10-K000-3087710.3.113/29/2018
10.3.2.1#Updated Election Deferral Form10-K001-4035710.5.2.13/12/2025
10.3.3#Amended and restated form of stock unit agreement under the 1995 Stock Option Plan10-Q001-4035710.5.312/4/2024
10.3.4#Amended and restated form of stock unit agreement under the 1995 Stock Option Plan as updated March 202510-Q001-4035710.5.3.25/30/2025
10.3.5#Form of Relative TSR and EPS RSU Grant Notice10-Q001-4035710.7.85/27/2022
10.3.6#Form of Relative TSR and EPS RSU Grant Notice December 202210-K001-4035710.7.93/9/2023
10.3.7#Form of Relative TSR and EPS RSU Grant Notice April 202410-Q001-4035710.5.75/31/2024
10.3.8# **Special Equity Grant Agreement as approved March 202310-Q001-4035710.7.115/26/2023
10.3.9#Form of Grant Notice for Restricted Stock Units under the 1995 Stock Option Plan10-Q001-4035710.3.98/29/2025
10.3.10#Form of Special Equity Award Relative TSR and EPS RSU Grant Notice July 202510-Q001-4035710.3.108/29/2025
10.4#Amended and Restated Marvell Technology, Inc. 2000 Employee Stock Purchase Plan (as approved by stockholders on June 23, 2022)10-K001-4035710.8.13/9/2023
10.4.1#Amended and restated form of subscription agreement under the 2000 ESPP10-Q001-4035710.6.112/4/2024
10.5#Offer Letter between the Marvell and Matthew J. Murphy and form of Severance Agreement attached thereto as Appendix B8-K000-3087710.16/20/2016
10.5.1#Severance Agreement with Matt Murphy as amended March 202310-Q001-4035710.9.15/26/2023
10.6#Cavium, Inc. 2016 Equity Incentive Plan (including forms of grant notice and agreements)10-Q000-3087710.112/4/2019
10.7#Aquantia Corp. 2015 Equity Incentive Plan (including forms of grant notice and agreements)10-Q000-3087710.512/4/2019
10.8#Aquantia Corp. 2004 Equity Incentive Plan (including forms of grant notice and agreements)10-Q000-3087710.412/4/2019
10.9#Inphi Corporation Amended and Restated 2010 Stock Incentive Plan, as amended and restated on April 14, 2020S-8333-2553844.104/20/2021
10.10#Offer letter with Chris Koopmans10-Q000-3087710.49/8/2016
10.11#Fiscal 2026 Named Executive Officer Compensation10-Q001-4035710.135/30/2025
10.12#Marvell Technology Inc. Change in Control Severance Plan and Summary Plan Description as amended and restated June 202510-Q001-4035710.128/29/2025
10.13Warrant to Purchase Common Shares of Marvell dated June 5, 20198-K000-3087799.16/5/2019
10.14#Promotion to CFO Letter for Willem Meintjes10-K001-4035710.293/9/2023
10.15#Innovium, Inc. Amended 2015 Stock Option and Grant Plan (including forms of grant notice and agreements)S-8333-2600604.110/5/2021
10.16#Offer Letter for the Chief Legal Officer10-K001-4035710.233/13/2024
10.17Underwriting 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 therein8-K001-403571.19/18/2023
10.18#Non-Qualified Deferred Compensation Plan10-K001-4035710.213/12/2025
10.19Underwriting 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 therein8-K001-403571.16/30/2025
10.20#Senior Executive Retirement Program dated May 28, 202510-Q001-4035710.208/29/2025
10.21Offer Letter for Sandeep BharathiFiled herewith
19Insider Trading Prohibition Policy and Guidelines10-K001-40357193/12/2025
31.1Rule 13a-14(a)/15d-14(a) Certification of the Principal Executive OfficerFiled herewith
31.2Rule 13a-14(a)/15d-14(a) Certification of the Principal Financial OfficerFiled 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 OfficerFiled 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 OfficerFiled herewith
97Rule 10D-1 Clawback Policy10-K001-40357973/13/2024
101.INSInline XBRL Instance DocumentFiled herewith
101.SCHInline XBRL Taxonomy Extension Schema DocumentFiled herewith
101.CALInline XBRL Taxonomy Extension Calculation Linkbase DocumentFiled herewith
101.DEFInline XBRL Taxonomy Extension Definition DocumentFiled herewith
101.LABInline XBRL Taxonomy Extension Label Linkbase DocumentFiled herewith
101.PREInline XBRL Taxonomy Extension Presentation Linkbase DocumentFiled herewith
104The cover page for this Form 10-Q, formatted in Inline XBRL (included in Exhibit 101)Filed herewith
#Management contracts or compensation plans or arrangements with, or in which, directors or executive officers are eligible to participate.
*The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-Q 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.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

MARVELL TECHNOLOGY, INC.
Date: December 3, 2025By:/S/ WILLEM MEINTJES
Willem Meintjes
Chief Financial Officer
(Principal Financial Officer)