Marvell Technology 10-Q 2026-05-02

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 May 2, 2026

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 TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

Delaware						85-3971597
(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 class						Trading Symbol(s)						Name of each exchange on which registered
Common Stock, par value $0.002 per share						MRVL						The 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 May 21, 2026 was 874.8 million.

TABLE OF CONTENTS

						Page
PART I. FINANCIAL INFORMATION
Item 1.			Financial Statements:
			Unaudited Condensed Consolidated Balance Sheets as of May 2, 2026 and January 31, 2026			2
			Unaudited Condensed Consolidated Statements of Operations for the three months ended May 2, 2026 and May 3, 2025			3
			Unaudited Condensed Consolidated Statements of Comprehensive Income for the three months ended May 2, 2026 and May 3, 2025			4
			Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the three months ended May 2, 2026 and May 3, 2025			5
			Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended May 2, 2026 and May 3, 2025			6
			Notes to Unaudited Condensed Consolidated Financial Statements			7
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			27
Item 3.			Quantitative and Qualitative Disclosures About Market Risk			36
Item 4.			Controls and Procedures			37
PART II. OTHER INFORMATION
Item 1.			Legal Proceedings			38
Item 1A.			Risk Factors			38
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			68
Item 5.			Other Information			69
Item 6.			Exhibits			70
			Signatures			74

PART I: FINANCIAL INFORMATION

MARVELL TECHNOLOGY, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except par value per share)

			May 2, 2026						January 31, 2026
ASSETS
Current assets:
Cash and cash equivalents			$	3,843.6					$	2,638.8
Accounts receivable, net			1,871.7						2,186.6
Inventories			1,400.9						1,388.0
Prepaid expenses and other current assets			347.8						247.2
Total current assets			7,464.0						6,460.6
Property and equipment, net			972.5						935.0
Goodwill			13,883.5						11,062.2
Acquired intangible assets, net			2,561.5						1,754.7
Deferred tax assets			319.8						345.9
Other non-current assets			1,743.2						1,726.9
Total assets			$	26,944.5					$	22,285.3
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable			$	709.7					$	1,073.8
Accrued liabilities			1,335.6						1,337.1
Accrued employee compensation			231.5						309.8
Short-term debt			—						499.8
Total current liabilities			2,276.8						3,220.5
Long-term debt			4,961.3						3,970.8
Other non-current liabilities			1,490.6						785.6
Total liabilities			8,728.7						7,976.9
Commitments and contingencies (Note 9)
Stockholders’ equity:
Preferred stock, $0.002 par value; 8.0 shares authorized; 2.0 shares issued and outstanding as of May 2, 2026 of Series A Convertible Preferred Stock (none issued and outstanding as of January 31, 2026)			—						—
Common stock, $0.002 par value			1.8						1.7
Additional paid-in capital			16,877.5						12,950.9
Retained earnings			1,336.5						1,355.8
Total stockholders’ equity			18,215.8						14,308.4
Total liabilities and stockholders’ equity			$	26,944.5					$	22,285.3

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 Ended
			May 2, 2026						May 3, 2025
Net revenue			$	2,417.8					$	1,895.3
Cost of goods sold			1,157.0						942.9
Gross profit			1,260.8						952.4
Operating expenses:
Research and development			652.3						507.7
Selling, general and administrative			258.4						186.4
Restructuring related charges (gain), net			10.7						(12.3)
Total operating expenses			921.4						681.8
Operating income			339.4						270.6
Interest expense			(52.8)						(48.7)
Other expense, net			(203.3)						(6.0)
Interest and other loss, net			(256.1)						(54.7)
Income before income taxes			83.3						215.9
Provision for income taxes			48.8						38.0
Net income			$	34.5					$	177.9
Net income per share — basic			$	0.04					$	0.21
Net income per share — diluted			$	0.04					$	0.20
Weighted-average shares outstanding - common stock and preferred stock assuming conversion:
Basic			882.0						864.8
Diluted			893.3						875.6

See accompanying notes to unaudited condensed consolidated financial statements

MARVELL TECHNOLOGY, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

			Three Months Ended
			May 2, 2026						May 3, 2025
Net income			$	34.5					$	177.9
Other comprehensive loss, net of tax
Net change in unrealized loss on cash flow hedges			—						(0.5)
Other comprehensive loss, net of tax			—						(0.5)
Comprehensive income, net of tax			$	34.5					$	177.4

Se

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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 Data Center and Communications 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; as well as risks related to global economic conditions such as the current armed conflict in Israel and the Middle East;

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

• risks related to our ability to scale our business;

• 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 tariffs and trade restrictions with 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 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 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 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;

*•*cybersecurity risks;

• risks related to our debt obligations;

• 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 issuance of preferred stock;

• 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. Unless required by law, 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 and communications and other end markets.

Net revenue in the first quarter of fiscal 2027 was $2.4 billion and was 28% higher than net revenue in the first quarter of fiscal 2026. This was due to increases in sales from the data center end market by 27%, and from the communications and other end market by 29%. 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.

Strong revenue growth from our data center market was driven by AI-related demand for a broad range of our products, including electro-optics, custom, storage, and switching. We have continued to see revenue recovery in our communications and other end market driven by normalizing customer inventory levels.

On February 2, 2026, we completed the acquisition of Celestial AI, Inc., 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.

On February 10, 2026, we completed the acquisition of XConn Technologies Holdings, Ltd., a provider of advanced PCIe and CXL switching silicon. The acquisition of XConn expands our switching portfolio and augments our UALinkTM scale-up switch team.

The unaudited condensed consolidated financial statements include the operating results of Celestial and XConn for the period from the dates of acquisition through our first quarter ended May 2, 2026. See “Note 4 – Business Combinations” and “Note 5 – Goodwill and Acquired Intangible Assets, Net” in the Notes to Unaudited Condensed Consolidated Financial Statements for additional information.

During the first quarter of fiscal 2027, Marvell and NVIDIA Corporation (“NVIDIA”) announced a strategic partnership to connect our custom XPUs and compatible scale-up networking with NVIDIA’s AI infrastructure ecosystem. On March 31, 2026, we completed the issuance of Series A Convertible Preferred Stock to NVIDIA for an aggregate purchase price of $2.0 billion. See “Note 10 – Stockholders’ Equity” in the Notes to Unaudited Condensed Consolidated Financial Statements for additional information.

We continue to monitor the environment for potential impacts on supply and demand from tariffs and other geo-political events.

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 have enacted alternative incentive programs, which operate within the Pillar Two tax framework. We have entered into agreements with governmental agencies to secure such incentives and we record the benefit associated with these incentives as earned when there is reasonable assurance that we will meet the conditions of the incentive agreements and that the incentives will ultimately be received.

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. 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 three months ended May 2, 2026, we repurchased 1.4 million shares of our common stock for $200.0 million. As of May 2, 2026, $5.3 billion remained available for future stock repurchases. Subsequent to quarter end through May 26, 2026, we repurchased 1.1 million shares of our common stock for $200.0 million pursuant to a 10b5-1 trading plan.

We returned $253.8 million to stockholders in the three months ended May 2, 2026 through $200.0 million in repurchases of shares of our common stock and $53.8 million in cash dividends.

Cash and Short-Term Investments. Our cash and cash equivalents were $3.8 billion at May 2, 2026, which were $1.2 billion higher than our balance at January 31, 2026 of $2.6 billion.

Sales and Customer Composition. Our accounts receivable were concentrated with three customers at May 2, 2026, who represented a total of 75% of gross accounts receivable, compared with five customers at May 3, 2025, who represented a total of 72% 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 Ended
			May 2, 2026						May 3, 2025
Direct Customer:
Customer A			16%						16%
Distributor:
Distributor A			45%						36%

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 83% and 74% of our net revenue in the three months ended May 2, 2026 and May 3, 2025, 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 9 – 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 May 2, 2026 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 January 31, 2026.

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 Ended
			May 2, 2026						May 3, 2025
Net revenue			100.0		%				100.0		%
Cost of goods sold			47.9						49.7
Gross profit			52.1						50.3
Operating expenses:
Research and development			27.0						26.8
Selling, general and administrative			10.7						9.8
Restructuring related charges, net			0.4						(0.6)
Total operating expenses			38.1						36.0
Operating income			14.0						14.3
Interest and other loss, net			(10.6)						(2.9)
Income before income taxes			3.4						11.4
Provision for income taxes			2.0						2.0
Net income			1.4		%				9.4		%

Three months ended May 2, 2026 and May 3, 2025

Net Revenue

			Three Months Ended
			May 2, 2026						May 3, 2025						% Change
			(in millions, except percentage)
Net revenue			$	2,417.8					$	1,895.3					28%

Our net revenue for the three months ended May 2, 2026 increased by $522.5 million, or 28%, compared to net revenue for the three months ended May 3, 2025. This was primarily due to a 27% increase in sales from the data center end market which benefited from strong AI-related demand. Sales from the communications and other end market also increased by 29%, which has continued to recover due to normalizing customer inventory levels, 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.

Cost of Goods Sold and Gross Profit

			Three Months Ended
			May 2, 2026						May 3, 2025						% Change
			(in millions, except percentage)
Cost of goods sold			$	1,157.0					$	942.9					23%
% of net revenue			47.9		%				49.7		%
Gross profit			$	1,260.8					$	952.4					32%
% of net revenue			52.1		%				50.3		%

Cost of goods sold as a percentage of net revenue decreased for the three months ended May 2, 2026 compared to the three months ended May 3, 2025, which was primarily 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 months ended May 2, 2026 increased by 1.8 percentage points, compared to the three months ended May 3, 2025.

Research and Development

			Three Months Ended
			May 2, 2026						May 3, 2025						% Change
			(in millions, except percentage)
Research and development			$	652.3					$	507.7					28%
% of net revenue			27.0		%				26.8		%

Research and development expense increased by $144.6 million in the three months ended May 2, 2026 compared to the three months ended May 3, 2025. The increase was primarily due to higher overall spending to support our R&D initiatives, including increased employee compensation and related costs, primarily driven by growth in headcount including the addition of new employees from our recent acquisitions. The increase is also due to higher acquisition related costs of $22.3 million.

Selling, General and Administrative

			Three Months Ended
			May 2, 2026						May 3, 2025						% Change
			(in millions, except percentage)
Selling, general and administrative			$	258.4					$	186.4					39%
% of net revenue			10.7		%				9.8		%

Selling, general and administrative expense increased by $72.0 million in the three months ended May 2, 2026 compared to the three months ended May 3, 2025. The increase was primarily due to higher acquisition related costs of $42.6 million, as well as an increase in employee compensation and related costs, primarily driven by increased headcount including the addition of new employees from our recent acquisitions.

Restructuring Related Charges (Gains), Net

			Three Months Ended
			May 2, 2026						May 3, 2025						% Change
			(in millions, except percentage)
Restructuring related charges (gains), net			$	10.7					$	(12.3)					*
% of net revenue			0.4		%				(0.6)		%

*Not meaningful.

We recognized net restructuring related charges of $10.7 million in the three months ended May 2, 2026 as we continued to evaluate our existing operations to increase operational efficiency, decrease costs and increase profitability. See “Note 8 – Restructuring” in the Notes to Unaudited Condensed Consolidated Financial Statements for further information.

Interest and Other Loss, Net

			Three Months Ended
			May 2, 2026						May 3, 2025						% Change
			(in millions, except percentage)
Interest expense			$	(52.8)					$	(48.7)					8%
Other expense, net			(203.3)						(6.0)						*
Interest and other loss, net			$	(256.1)					$	(54.7)					*
% of net revenue			(10.6)		%				(2.9)		%

*Not meaningful.

Interest and other loss, net increased by $201.4 million in the three months ended May 2, 2026 compared to the three months ended May 3, 2025. The increase was primarily due to a $331.8 million increase in fair value of the contingent consideration liability associated with the Celestial acquisition, partially offset by an unrealized gain of $81.1 million from the forward stock purchase contract and higher net unrealized gains from equity investments in the three months ended May 2, 2026.

Provision for income taxes

			Three Months Ended
			May 2, 2026						May 3, 2025						% Change
			(in millions, except percentage)
Provision for income taxes			$	48.8					$	38.0					28%

Our income tax expense for the three months ended May 2, 2026 was $48.8 million compared to a tax expense of $38.0 million for the three months ended May 3, 2025. These amounts differed from the U.S. federal statutory tax rate of 21%, primarily due to a substantial portion of earnings or losses being taxed or benefited at rates lower than the U.S. statutory rate, net of the impact of U.S. taxation of foreign operations, benefits from tax credits, valuation allowance releases, and discrete tax benefits and expenses for excess deductions and deficiencies on stock-based compensation. Income tax expense for the three months ended May 2, 2026 also differs from the U.S. statutory rate of 21% due to non-deductible adjustments to contingent consideration liability, net of the tax impacts of our forward stock purchase contract. The recorded tax expense is based on year-to-date pre-tax results, forecasted pre-tax 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 and modifies certain provisions of the U.S. International tax framework. Certain provisions of the 2025 Tax Act become effective in fiscal year 2027. Our tax provision for the May 2, 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.

Our provision for income 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 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 OECD guidance provides that the side-by-side system will be effective for fiscal years beginning on or after January 1, 2026. In certain jurisdictions, local legislative action is needed to effectuate “side by side system” and cannot be considered in our accounting estimate until enactment. 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.

We are subject to the examination of our income tax returns by the Internal Revenue Service and other tax authorities. The outcome of these audits cannot be predicted with certainty. Management regularly assesses the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. If any issues addressed in our tax audits are resolved in a manner not consistent with management’s expectations, we could be required to adjust our provision for income taxes in the period such resolution occurs.

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. See also Part II, Item 1A, “Risk Factors” of this Quarterly Report on Form 10-Q, 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 May 2, 2026 consisted of approximately $3.8 billion of cash and cash equivalents, of which approximately $1.6 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.

During the fiscal quarter ended May 2, 2026, we completed the acquisitions of Celestial and XConn in which we paid cash, net of cash acquired and holdback amounts, of $1.0 billion, and $270.2 million, respectively and also issued a total of 26.8 million shares of our common stock. For the Celestial acquisition, 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. See “Note 4 – Business Combinations” and “Note 5 – Goodwill and Acquired Intangible Assets, Net” in the Notes to Unaudited Condensed Consolidated Financial Statements for more information.

On March 31, 2026, we completed the issuance and sale of 2.0 million shares of our Series A Convertible Preferred Stock to NVIDIA for an aggregate purchase price of $2.0 billion in cash. The shares of Series A Convertible Preferred Stock are initially convertible in the aggregate into a maximum of approximately 21.8 million shares of our common stock. See “Note 10 – Stockholders’ Equity” in the Notes to Unaudited Condensed Consolidated Financial Statements for additional information.

As of May 2, 2026, we had total borrowings outstanding of $5.0 billion, consisting of senior notes outstanding.

On April 15, 2026, we completed a debt offering and issued $1.0 billion Senior Notes with a 10-year term due in 2036 ("2036 Senior Notes"). We used a portion of the net proceeds from the 2036 Senior Notes to repay the $500.0 million 2026 Senior Notes at maturity.

We have a revolving credit facility with a borrowing capacity of up to $1.5 billion and a 5-year term (“2025 Revolving Credit Facility”). As of May 2, 2026, the 2025 Revolving Credit Facility was undrawn and is available for draw down through June 30, 2030.

Subsequent to quarter end, we entered into agreements to secure long-term wafer and substrate manufacturing capacity, in which we committed to pay deposits totaling $870.0 million, payable in quarterly installments from the second quarter of fiscal 2027 through the second quarter of fiscal 2028. For a description of our contractual obligations including debt and purchase commitments, see “Note 7 – Debt,” and “Note 9 – 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 months ended May 2, 2026, 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 14 – Supplemental Financial Information” in the Notes to Unaudited Condensed Consolidated Financial Statements for additional 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 9 – 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 and preferred 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 three months ended May 2, 2026 was $638.8 million. We had a net income of $34.5 million adjusted for the following non-cash items: change in fair value of contingent consideration liability of $331.8 million, amortization of acquired intangible assets of $225.2 million, stock-based compensation expense of $207.6 million, depreciation and amortization of $95.4 million, unrealized gain on forward stock purchase contract of $81.1 million, deferred income tax of $13.8 million, and $23.2 million of net loss from other non-cash items. Cash outflow from working capital of $211.6 million for the three months ended May 2, 2026 was primarily driven by decreases in accounts payable, accrued employee compensation, and accrued liabilities and other non-current liabilities, partially offset by a decrease in accounts receivable. The decrease in accounts payable was primarily due to the timing of payments. The decrease in accrued employee compensation was primarily due to bonus payout of our annual employee bonus plan. The decrease in accrued liabilities and other non-current liabilities was primarily driven by decreases in income tax payable and stock rotation accruals, partially offset by higher ship and debit claims accrual. The decrease in accounts receivable was primarily due to increased factoring of receivables and more ratable billings and collections during the quarter.

Net cash provided by operating activities for the three months ended May 3, 2025 was $332.9 million. We had a net income of $177.9 million adjusted for the following non-cash items: amortization of acquired intangible assets of $245.7 million, stock-based compensation expense of $142.1 million, depreciation and amortization of $84.2 million, restructuring related gains of $14.0 million, deferred income tax benefit of $4.3 million, and $44.1 million of net loss from other non-cash items. Cash outflow from working capital of $342.8 million for the three months ended May 3, 2025 was primarily driven by a decrease in accrued employee compensation, and increases in accounts receivable and inventories. The decrease in accrued employee compensation was due to bonus payout of our annual employee bonus plan. The increase in accounts receivable was primarily due to higher sales and lower distribution sales reserves, partially offset by higher factored receivables. Inventories grew sequentially in support of expected revenue growth.

Cash Flows from Investing Activities

For the three months ended May 2, 2026, net cash used in investing activities of $1.4 billion was primarily driven by acquisitions, net of cash acquired of $1.3 billion, and purchases of property and equipment of $155.7 million.

For the three months ended May 3, 2025, net cash used in investing activities of $94.1 million was primarily driven by purchases of property and equipment of $118.8 million, partially offset by proceeds from sales of property and equipment of $25.9 million.

Cash Flows from Financing Activities

For the three months ended May 2, 2026, net cash provided by financing activities of $2.0 billion was primarily attributable to $2.0 billion proceeds from issuance of preferred stock, and $1.0 billion proceeds from borrowings, partially offset by $500.0 million repayment of debt principal, $227.2 million for tax withholding payments on behalf of employees for net share settlements, $200.0 million repurchases of common stock, $53.8 million for payment of our quarterly dividends, and $27.2 million payments on technology license obligations.

For the three months ended May 3, 2025, net cash used in financing activities of $301.2 million was primarily attributable to $340.0 million repurchases of common stock, $51.8 million for payment of our quarterly dividends, $50.2 million for tax withholding payments on behalf of employees for net share settlements, $32.8 million repayment of debt principal, and $26.8 million payments on technology license obligations, partially offset by $200.0 million proceeds from borrowings.

Indemnification Obligations

See “Note 9 – 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.

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 May 2, 2026, 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 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%.

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 May 2, 2026.

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 May 2, 2026 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 9 – 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.

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 Data Center and Communications 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, as well as risks related to global economic conditions such as the current armed conflict in Israel and the Middle East;

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

• risks related to our ability to scale our business;

• 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 tariffs and trade restrictions with 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 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 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 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;

• cybersecurity risks;

• risks related to our debt obligations;

• 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 issuance of preferred stock;

• 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 Data Center and Communications markets may cause fluctuations in our rate of revenue gr

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(c) Trading Plans

During the quarter ended May 2, 2026, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading or similar arrangements as defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits
Exhibit No.						Item						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						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
3.1.2						Certificate of Designation						8-K						001-40357						3.1						3/31/2026
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 $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
4.4						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
4.5						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
4.6						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
4.7						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
4.8						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
4.9						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
4.10						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
4.11						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
4.12						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						Fifth Supplemental Indenture, dated as of April 15, 2026, 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						4/15/2026
4.14						Form of Global Note for the 5.300% Senior Notes due 2036 (included as Exhibit A to Exhibit 4.1)						8-K						001-40357						4.2						4/15/2026
4.15						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
4.16						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
4.17						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
4.18						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
10.3#						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-8						333-255384						4.1						4/20/2021
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-K						000-30877						10.2						9/26/2013
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 Plan						10-K						000-30877						10.3.11						3/29/2018
10.3.2.1#						Updated Election Deferral Form						10-K						001-40357						10.5.2.1						3/12/2025
10.3.3#						Amended and restated form of stock unit agreement under the 1995 Stock Option Plan						10-Q						001-40357						10.5.3						12/4/2024
10.3.4#						Amended and restated form of stock unit agreement under the 1995 Stock Option Plan as updated March 2025						10-Q						001-40357						10.5.3.2						5/30/2025
10.3.5#						Form of Relative TSR and EPS RSU Grant Notice						10-Q						001-40357						10.7.8						5/27/2022
10.3.6#						Form of Relative TSR and EPS RSU Grant Notice December 2022						10-K						001-40357						10.7.9						3/9/2023
10.3.7#						Form of Relative TSR and EPS RSU Grant Notice April 2024						10-Q						001-40357						10.5.7						5/31/2024
10.3.8# **						Special Equity Grant Agreement as approved March 2023						10-Q						001-40357						10.7.11						5/26/2023

10.3.9#						Form of Grant Notice for Restricted Stock Units under the 1995 Stock Option Plan						10-Q						001-40357						10.3.9						8/29/2025
10.3.10#						Form of Special Equity Award Relative TSR and EPS RSU Grant Notice July 2025						10-Q						001-40357						10.3.10						8/29/2025
10.3.11#						Form of Performance Based Equity Grant notice under the 1995 Stock Option Plan and dated April 15, 2026																								Filed herewith
10.4.1#						Amended and restated form of subscription agreement under the 2000 ESPP						10-Q						001-40357						10.6.1						12/4/2024
10.5#						Offer Letter between Marvell and Matthew J. Murphy and form of Severance Agreement attached thereto as Appendix B						8-K						000-30877						10.1						6/20/2016
10.5.1#						Severance Agreement with Matt Murphy as amended March 2023						10-Q						001-40357						10.9.1						5/26/2023
10.6#						Cavium, Inc. 2016 Equity Incentive Plan (including forms of grant notice and agreements)						10-Q						000-30877						10.1						12/4/2019
10.7#						Aquantia Corp. 2015 Equity Incentive Plan (including forms of grant notice and agreements)						10-Q						000-30877						10.5						12/4/2019
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 2027 Named Executive Officer Compensation																								Filed herewith
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						2/4/2026
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
31.1						Rule 13a-14(a)/15d-14(a) Certification of the Principal Executive Officer																								Filed herewith
31.2						Rule 13a-14(a)/15d-14(a) Certification of the Principal Financial Officer																								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 Officer																								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 Officer																								Filed herewith
97						Rule 10D-1 Clawback Policy						10-K						001-40357						97						3/13/2024
101.INS						Inline XBRL Instance Document																								Filed herewith
101.SCH						Inline XBRL Taxonomy Extension Schema Document																								Filed herewith
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document																								Filed herewith
101.DEF						Inline XBRL Taxonomy Extension Definition Document																								Filed herewith
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document																								Filed herewith
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document																								Filed herewith
104						The 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: May 28, 2026			By:			/S/ WILLEM MEINTJES
						Willem Meintjes
						Chief Financial Officer
						(Principal Financial Officer)