Marvell Technology, Inc 10-Q for FY2026 Q2
Marvell Technology, Inc. (MRVL)
10-Q
2025-08-29
For: 2025-08-02
View Original
Added on
April 02, 2026
About this 10-Q
Marvell Technology, Inc filed this 10-Q on August 29, 2025, covering the quarter ended August 2, 2025 (FY2026 Q2).
Headline figures
Quarter ended August 2, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $2.01B
- up 57.6% from $1.27B a year earlier
- Net income
- $194.8M
- compared with a net loss of $193.3M a year earlier
- Diluted EPS
- $0.22
- compared with -$0.22 a year earlier
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 August 2, 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
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(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 | ||||||||||||
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.
| ☒ | 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 August 22, 2025 was 862.1 million.
TABLE OF CONTENTS
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| Item 1A. | ||||||||
| Item 2. | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
1
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements
MARVELL TECHNOLOGY, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except par value per share)
| August 2, 2025 | February 1, 2025 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Assets held for sale | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Goodwill | |||||||||||
| Acquired intangible assets, net | |||||||||||
| Deferred tax assets | |||||||||||
| Other non-current assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued liabilities | |||||||||||
| Accrued employee compensation | |||||||||||
| Short-term debt | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Other non-current liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (Note 8) | |||||||||||
| Stockholders’ equity: | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated other comprehensive income | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
See accompanying notes to unaudited condensed consolidated financial statements
2
MARVELL TECHNOLOGY, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share amounts)
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| August 2, 2025 | August 3, 2024 | August 2, 2025 | August 3, 2024 | ||||||||||||||||||||
| Net revenue | $ | $ | $ | $ | |||||||||||||||||||
| Cost of goods sold | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
| Restructuring related charges (gains), net | ( | ||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Operating income (loss) | ( | ( | |||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Interest income and other, net | ( | ( | |||||||||||||||||||||
| Interest and other loss, net | ( | ( | ( | ( | |||||||||||||||||||
| Income (loss) before income taxes | ( | ( | |||||||||||||||||||||
| Provision for income taxes | |||||||||||||||||||||||
| Net income (loss) | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Net income (loss) per share — basic | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Net income (loss) per share — diluted | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Weighted-average shares: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements
3
MARVELL TECHNOLOGY, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In millions)
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| August 2, 2025 | August 3, 2024 | August 2, 2025 | August 3, 2024 | ||||||||||||||||||||
| Net income (loss) | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Other comprehensive income (loss), net of tax | |||||||||||||||||||||||
| Net change in unrealized gain (loss) on cash flow hedges | ( | ( | |||||||||||||||||||||
| Other comprehensive income (loss), net of tax | ( | ( | |||||||||||||||||||||
| Comprehensive income (loss), net of tax | $ | $ | ( | $ | $ | ( | |||||||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements
4
MARVELL TECHNOLOGY, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In millions, except per share amounts)
| Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | ||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Total | |||||||||||||||||||||||||||||||||||||||||||||
| Balance at February 1, 2025 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock in connection with equity incentive plans | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Tax withholdings related to net share settlement of restricted stock units | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | ( | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||
| Vestings of common stock in connection with customer warrant | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Cash dividends declared and paid ($ | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||
| Balance at May 3, 2025 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock in connection with equity incentive plans | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Tax withholdings related to net share settlement of restricted stock units | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | ( | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||
| Vestings of common stock in connection with customer warrant | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Cash dividends declared and paid ($ | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Balance at August 2, 2025 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||
5
MARVELL TECHNOLOGY, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - (Continued)
(In millions, except per share amounts)
| Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | ||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Total | |||||||||||||||||||||||||||||||||||||||||||||
| Balance at February 3, 2024 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock in connection with equity incentive plans | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Tax withholdings related to net share settlement of restricted stock units | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | ( | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||
Cash dividends declared and paid ($ | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||
| Balance at May 4, 2024 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock in connection with equity incentive plans | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Tax withholdings related to net share settlement of restricted stock units | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | ( | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||
Cash dividends declared and paid ($ | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||
| Balance at August 3, 2024 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements
6
MARVELL TECHNOLOGY, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
| Six Months Ended | |||||||||||
| August 2, 2025 | August 3, 2024 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income (loss) | $ | $ | ( | ||||||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Stock-based compensation | |||||||||||
| Amortization of acquired intangible assets | |||||||||||
| Restructuring related charges (gains), net | ( | ||||||||||
| Deferred income taxes | ( | ( | |||||||||
| Other expense, net | |||||||||||
| Changes in assets and liabilities, net of acquisitions: | |||||||||||
| Accounts receivable | ( | ||||||||||
| Prepaid expenses and other assets | ( | ||||||||||
| Inventories | ( | ||||||||||
| Accounts payable | ( | ||||||||||
| Accrued employee compensation | ( | ( | |||||||||
| Accrued liabilities and other non-current liabilities | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Purchases of technology licenses | ( | ( | |||||||||
| Purchases of property and equipment | ( | ( | |||||||||
| Proceeds from sales of property and equipment | |||||||||||
| Other, net | ( | ( | |||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Repurchases of common stock | ( | ( | |||||||||
| Proceeds from employee stock plans | |||||||||||
| Tax withholding paid on behalf of employees for net share settlement | ( | ( | |||||||||
| Dividend payments to stockholders | ( | ( | |||||||||
| Payments on technology license obligations | ( | ( | |||||||||
| Proceeds from borrowings | |||||||||||
| Principal payments of debt | ( | ( | |||||||||
| Other, net | ( | ||||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net increase (decrease) in cash and cash equivalents | ( | ||||||||||
| Cash and cash equivalents at beginning of period | |||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
See accompanying notes to unaudited condensed consolidated financial statements
7
MARVELL TECHNOLOGY, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Basis of Presentation
The Company’s fiscal year is the 52- or 53-week period ending on the Saturday closest to January 31. Accordingly, every fifth or sixth fiscal year will have a 53-week period. The additional week in a 53-week year is added to the fourth quarter, making such quarter consist of 14 weeks. Fiscal 2025 had a 52-week year. Fiscal 2026 is a 52-week year.
On April 7, 2025, the Company entered into a definitive agreement to sell its automotive ethernet business to Infineon Technologies AG (the “Buyer”) for $2.5 billion in cash. The divestiture encompasses the Company's automotive ethernet product portfolio and related assets. In addition, the Company will license certain intellectual property to the Buyer in connection with the transferred business and provide certain temporary transition services following completion of the sale. As of August 2, 2025, the Company classified assets held for sale of $595.5 million, which consisted of $33.0 million of inventories, $20.3 million of property and equipment, $524.7 million of goodwill, $14.0 million of acquired intangible assets, and other related assets.
Subsequent to quarter end, on August 14, 2025, the Company completed the sale of its automotive ethernet business to the Buyer for $2.5 billion. The Company expects to record a gain on sale in the third quarter of fiscal 2026.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates, including those related to revenue recognition, provisions for sales returns and allowances, inventory excess and obsolescence, goodwill and other intangible assets, restructuring, government incentives, income taxes, litigation and other contingencies. Actual results could differ from these estimates and such differences could affect the results of operations reported in future periods. In the current macroeconomic environment, these estimates could require increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, these estimates may change materially in future periods.
Note 2. Recent Accounting Pronouncements
Accounting Pronouncements Not Yet Effective
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures to improve income tax disclosures to enhance transparency and decision usefulness of income tax disclosure. This ASU will be effective for the Company’s annual reporting for fiscal 2026 on a prospective basis, with retrospective application permitted. Adoption of this new guidance will result in enhanced cash tax and effective tax rate disclosures in the Notes to Consolidated Financial Statements. The Company is evaluating the impact that this new standard will have on the Company’s consolidated financial statements.
8
MARVELL TECHNOLOGY, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses requiring disaggregated disclosure of certain expense captions into specified categories in the notes to financial statements on an annual and interim basis. The ASU is effective for fiscal years beginning after December 15, 2026 with updates to be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The Company is evaluating the impact that this new standard will have on the Company’s consolidated financial statements.
In May 2025, the FASB issued ASU 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer to reduce diversity in practice and improve the decision usefulness and operability of the guidance for share-based consideration payable to a customer in conjunction with selling goods or services. The ASU is effective for fiscal years beginning after December 15, 2026 with updates to be applied on a retrospective or modified retrospective basis. Early adoption is permitted. The Company is evaluating the impact that this new standard will have on the Company’s consolidated financial statements.
Note 3. Revenue
Disaggregation of Revenue
The majority of the Company’s revenue is generated from sales of the Company’s products.
The following table summarizes net revenue disaggregated by end market (in millions, except percentages):
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||
| August 2, 2025 | % of Total | August 3, 2024 | % of Total | August 2, 2025 | % of Total | August 3, 2024 | % of Total | |||||||||||||||||||||||||||||||||||||||||||
| Net revenue by end market: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Data center | $ | % | $ | % | $ | % | $ | % | ||||||||||||||||||||||||||||||||||||||||||
| Enterprise networking | % | % | % | % | ||||||||||||||||||||||||||||||||||||||||||||||
| Carrier infrastructure | % | % | % | % | ||||||||||||||||||||||||||||||||||||||||||||||
| Consumer | % | % | % | % | ||||||||||||||||||||||||||||||||||||||||||||||
| Automotive/industrial | % | % | % | % | ||||||||||||||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
The following table summarizes net revenue disaggregated by primary geographical market based on destination of shipment (in millions, except percentages):
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| August 2, 2025 | % of Total | August 3, 2024 | % of Total | August 2, 2025 | % of Total | August 3, 2024 | % of Total | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net revenue based on destination of shipment: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| China | $ | % | $ | % | $ | % | $ | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Taiwan | % | % | % | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| United States | % | % | % | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Singapore | % | % | % | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Netherlands | % | % | % | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Malaysia | % | % | % | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Japan | % | % | % | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Finland | % | % | % | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Thailand | % | % | % | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | % | % | % | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
9
MARVELL TECHNOLOGY, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)
These destinations of shipment are not necessarily indicative of the geographic location of the Company’s end customers or the country in which the Company’s end customers sell devices containing the Company’s products. For example, a substantial majority of the shipments made to China relate to sales to non-China based customers that have factories or contract manufacturing operations located within China.
The following table summarizes net revenue disaggregated by customer type (in millions, except percentages):
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| August 2, 2025 | % of Total | August 3, 2024 | % of Total | August 2, 2025 | % of Total | August 3, 2024 | % of Total | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net revenue by customer type: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Direct customers | $ | % | $ | % | $ | % | $ | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributors | % | % | % | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Contract Liabilities
Contract liabilities consist of the Company’s obligation to transfer goods or services to a customer for which the Company has received consideration or the amount is due from the customer. Contract liability balances are comprised of deferred revenue. The amount of revenue recognized during the six months ended August 2, 2025 that was included in the deferred revenue balance at February 1, 2025 was not material.
As of the end of a reporting period, some of the performance obligations associated with contracts will have been unsatisfied or only partially satisfied. The Company has elected the practical expedient and does not disclose the value of unsatisfied performance obligations for contracts with an original expected duration of one year or less.
Customer Warrant
During fiscal 2025, the Company issued a warrant to a customer for the purchase of up to 4.2 million shares (“Warrant Shares”) of the Company’s common stock at an exercise price of $87.77 per share. The warrant has an exercise term of seven years and a vesting term of five years . The Warrant Shares vest primarily based on the customer’s achievement of qualifying product revenue milestones and are recognized as a reduction to revenue as qualifying revenues are recognized during the five year vesting term. The grant date fair value of the Warrant was determined to be $54.44 per share and a total fair value of $227.6 million using the Black-Scholes option pricing model. A total of 0.4 million Warrant Shares were vested as of August 2, 2025.
Note 4. Goodwill and Acquired Intangible Assets, Net
Goodwill
Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. The carrying value of goodwill as of August 2, 2025 and February 1, 2025 was $11.1 billion and $11.6 billion, respectively. In connection with the definitive agreement entered into on April 7, 2025, the Company reclassified $524.7 million of goodwill to assets held for sale based on the relative fair value of the automotive ethernet business. See “Note 1 – Basis of Presentation” for discussion of the automotive ethernet business divestiture.
10
MARVELL TECHNOLOGY, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)
Acquired Intangible Assets, Net
As of August 2, 2025 and February 1, 2025, net carrying amounts excluding fully amortized intangible assets are as follows (in millions, except for weighted-average remaining amortization period):
| August 2, 2025 | |||||||||||||||||||||||
| Gross Carrying Amounts | Accumulated Amortization and Impairment | Net Carrying Amounts | Weighted-Average Remaining Amortization Period (Years) | ||||||||||||||||||||
| Developed technologies | $ | $ | ( | $ | |||||||||||||||||||
| Customer contracts and related relationships | ( | ||||||||||||||||||||||
| Trade names | ( | ||||||||||||||||||||||
| Total acquired amortizable intangible assets | $ | $ | ( | $ | |||||||||||||||||||
| In-process research and development | — | n/a | |||||||||||||||||||||
| Total acquired intangible assets | $ | $ | ( | $ | |||||||||||||||||||
| February 1, 2025 | |||||||||||||||||||||||
| Gross Carrying Amounts | Accumulated Amortization and Impairment | Net Carrying Amounts | Weighted-Average Remaining Amortization Period (Years) | ||||||||||||||||||||
| Developed technologies | $ | $ | ( | $ | |||||||||||||||||||
| Customer contracts and related relationships | ( | ||||||||||||||||||||||
| Trade names | ( | ||||||||||||||||||||||
| Total acquired amortizable intangible assets | $ | $ | ( | $ | |||||||||||||||||||
In-process research and development | — | n/a | |||||||||||||||||||||
| Total acquired intangible assets | $ | $ | ( | $ | |||||||||||||||||||
The Company regularly assesses the results of its business to determine whether events or circumstances exist that indicate whether the carrying amount of the acquired intangible assets may not be recoverable. During fiscal 2025, impairment charges of $240.1 million related to certain acquired developed technologies intangible assets were recognized as part of restructuring actions. The gross carrying amounts and accumulated amortization of fully impaired intangible assets were excluded from the table above. See “Note 7 – Restructuring” for further information.
The intangible assets are amortized on a straight-line basis over the estimated useful lives, except for certain customer contracts and related relationships, which are amortized using an accelerated method of amortization over the expected customer lives, which more closely align with the pattern of realization of economic benefits expected to be obtained. The in-process research and development (“IPR&D”) will be accounted for as an indefinite-lived intangible asset and will not be amortized until the underlying project reaches technological feasibility and commercial production, at which point, the IPR&D is reclassified as an amortizable acquired intangible asset and amortized over the asset’s estimated useful life. Useful lives for these IPR&D projects are expected to range between 8 to 9 years. In the event the IPR&D is abandoned, the related assets will be written off.
Amortization expense for acquired intangible assets for the three and six months ended August 2, 2025 was $243.7 million and $489.4 million, respectively. Amortization expense for acquired intangible assets for the three and six months ended August 3, 2024 was $275.7 million and $540.6 million, respectively.
11
MARVELL TECHNOLOGY, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)
The following table presents the estimated future amortization expense of acquired amortizable intangible assets as of August 2, 2025 (in millions):
| Fiscal Year | Amount | |||||||
| Remainder of 2026 | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| Thereafter | ||||||||
| $ | ||||||||
Note 5. Fair Value Measurements
Fair value is an exit price representing the amount that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:
Level 1 — Observable inputs that reflect quoted prices for identical assets or liabilities in active markets.
Level 2 — Other inputs that are directly or indirectly observable in the marketplace.
Level 3 — Unobservable inputs that are supported by little or no market activity.
The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
The Company’s Level 1 assets include marketable equity investments and securities under the Company’s non-qualified deferred compensation (“NQDC”) plan, which are classified as other non-current assets and valued primarily using quoted market prices. The Company’s Level 2 assets include time deposits, as the market inputs used to value these instruments consist of market yield. In addition, forward contracts and the severance pay fund are classified within Level 2 of the fair value hierarchy as the valuation inputs are based on quoted prices and market observable data of similar instruments.
The tables below set forth, by level, the Company’s assets that are measured at fair value on a recurring basis. The tables do not include assets that are measured at historical cost or any basis other than fair value (in millions):
| Fair Value Measurements at August 2, 2025 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Items measured at fair value on a recurring basis: | |||||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Cash equivalents: | |||||||||||||||||||||||
| Time deposits | $ | $ | $ | $ | |||||||||||||||||||
| Prepaid expenses and other current assets: | |||||||||||||||||||||||
| Foreign currency forward contracts | |||||||||||||||||||||||
| Other non-current assets: | |||||||||||||||||||||||
| Marketable equity investments | |||||||||||||||||||||||
Securities under the NQDC plan | |||||||||||||||||||||||
| Severance pay fund | |||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | |||||||||||||||||||
12
MARVELL TECHNOLOGY, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)
The carrying value of investments in non-marketable equity securities recorded to fair value on a non-recurring basis is adjusted for observable transactions for identical or similar investments of the same issuer or for impairment. These securities relate to equity investments in privately-held companies. These items measured at fair value on a non-recurring basis are classified as Level 3 in the fair value hierarchy because the value is estimated based on valuation methods using the observable transaction price at the transaction date and other unobservable inputs such as volatility, rights and obligations of the securities held. As of August 2, 2025 and February 1, 2025, non-marketable equity investments had a carrying value of $73.0 million and $48.2 million, respectively, and are included in other non-current assets in the Company’s unaudited condensed consolidated balance sheets.
| Fair Value Measurements at February 1, 2025 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Items measured at fair value on a recurring basis: | |||||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Cash equivalents: | |||||||||||||||||||||||
| Time deposits | $ | $ | $ | $ | |||||||||||||||||||
| Prepaid expenses and other current assets: | |||||||||||||||||||||||
| Foreign currency forward contracts | |||||||||||||||||||||||
| Other non-current assets: | |||||||||||||||||||||||
| Marketable equity investments | |||||||||||||||||||||||
| Severance pay fund | |||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | |||||||||||||||||||
Fair Value of Debt
The Company classified the 2026 Senior Notes, 2028 Senior Notes, 2029 Senior Notes, 2030 Senior Notes, 2031 Senior Notes, 2033 Senior Notes and 2035 Senior Notes as Level 2 in the fair value measurement hierarchy. The estimated aggregate fair value of the unsecured senior notes was $4.5 billion at August 2, 2025 and $3.4 billion at February 1, 2025, and were classified as Level 2 as there are quoted prices from less active markets for the notes. See “Note 6 – Debt” for additional information.
13
MARVELL TECHNOLOGY, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)
Note 6. Debt
Summary of Borrowings and Outstanding Debt
The following table summarizes the Company’s outstanding debt at August 2, 2025 and February 1, 2025 (in millions):
| Effective Interest Rate | August 2, 2025 | February 1, 2025 | ||||||||||||||||||
| Face Value Outstanding: | ||||||||||||||||||||
| 2026 Term Loan - 5-Year Tranche | $ | $ | ||||||||||||||||||
| Term Loan Total | ||||||||||||||||||||
| Senior Notes Total | ||||||||||||||||||||
| Total borrowings | $ | $ | ||||||||||||||||||
| Less: Unamortized debt discount and issuance cost | ( | ( | ||||||||||||||||||
| Net carrying amount of debt | $ | $ | ||||||||||||||||||
| Less: Current portion (1) | ||||||||||||||||||||
| Non-current portion | $ | $ | ||||||||||||||||||
(1)As of August 2, 2025, the current portion of outstanding debt that is due within twelve months includes the 2026 Senior Notes. The Company intends to repay the current balance with operating cash flows. The weighted-average interest rate on short-term debt outstanding at August 2, 2025 and February 1, 2025 was 1.650 % and 5.785 %, respectively.
2026 Term Loan
The Company’s 2026 Term Loan (the “5-Year Tranche Loan”) had a stated floating interest rate which equated to an adjusted term Secured Overnight Financing Rate (“SOFR”) + 137.5 bps. During the first quarter of fiscal 2026, the Company 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.
2025 Revolving Credit Facility
On June 30, 2025, the Company 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. The borrowings from the 2025 Revolving Credit Facility will be used for general corporate purposes of the Company. The Company may prepay any borrowings at any time without premium or penalty. An unused commitment fee is payable quarterly based on unused balances at a rate that is based on the ratings of the Company’s senior unsecured long-term indebtedness. The annual unused commitment fee rate was 0.150 % at August 2, 2025.
During the three months ended August 2, 2025, the Company repaid $200.0 million on the 2025 Revolving Credit Facility that was outstanding from the first quarter of fiscal 2026. As of August 2, 2025, the 2025 Revolving Credit Facility was undrawn and is available for draw down through June 30, 2030.
As of August 2, 2025, the Company was in compliance with its debt covenants for the revolving line of credit agreement.
14
MARVELL TECHNOLOGY, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)
2030 and 2035 Senior Unsecured Notes
On June 30, 2025, the Company completed an offering of (i) $500.0 million aggregate principal amount of the Company’s 4.750 % Senior Notes due 2030 (the “2030 Senior Notes”) and (ii) $500.0 million aggregate principal amount of the Company’s 5.450 % Senior Notes due 2035 (the “2035 Senior Notes”, and, together with the 2030 Senior Notes, the “Senior Notes”).
The 2030 Senior Notes have a 5-year term and mature on July 15, 2030, and the 2035 Senior Notes have a 10-year term and mature on July 15, 2035. The stated and effective interest rates for the 2030 Senior Notes are 4.750 % and 4.880 %, respectively. The stated and effective interest rates for the 2035 Senior Notes are 5.450 % and 5.531 %, respectively. The Company may redeem the Senior Notes, in whole or in part, at any time prior to their maturity at the redemption prices set forth in the Senior Notes. In addition, upon the occurrence of a change of control repurchase event (which involves the occurrence of both a change of control and a ratings event involving the Senior Notes being rated below investment grade), the Company will be required to make an offer to repurchase the Senior Notes at a price equal to 101 % of the principal amount of the notes, plus accrued and unpaid interest to, but excluding, the repurchase date. The indenture governing the Senior Notes also contains certain limited covenants restricting the Company’s ability to incur certain liens, enter into certain sale and leaseback transactions and merge or consolidate with any other entity or convey, transfer or lease all or substantially all of the Company’s properties or assets to another person, which, in each case, are subject to certain qualifications and exceptions. As of August 2, 2025, the Company had $1.0 billion borrowings outstanding from the Senior Notes.
Interest Expense and Future Contractual Maturities
During the three and six months ended August 2, 2025, the Company recognized $46.8 million and $91.6 million, respectively, of interest expense in its unaudited condensed consolidated statements of operations related to interest, amortization of debt issuance costs and accretion of discount associated with the outstanding debt.
During the three and six months ended August 3, 2024, the Company recognized $46.5 million and $93.3 million, respectively, of interest expense in its unaudited condensed consolidated statements of operations related to interest, amortization of debt issuance costs and accretion of discount associated with the outstanding debt.
As of August 2, 2025, the aggregate future contractual maturities of the Company’s outstanding debt, at face value, are as follows (in millions):
| Fiscal Year | Amount | |||||||
| Remainder of 2026 | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| Thereafter | ||||||||
| Total | $ | |||||||
For additional information about the Company's debt, see “Note 7 - Debt” in the Notes to Consolidated Financial Statements within Item 8 of the Company's Annual Report on Form 10-K for the fiscal year ended February 1, 2025.
Note 7. Restructuring
The Company continuously evaluates its existing operations to increase operational efficiency, decrease costs and increase profitability. A restructuring plan was initiated during the third quarter of fiscal 2025 (the “Fiscal 2025 Plan”) to increase research and development investment in the data center end market and reduce investment in new product development in other end markets including the cancellation of certain future product releases. Restructuring charges were mainly comprised of impairment and write-off of acquired intangible assets, purchased technology licenses, inventories, property and equipment and other non-current assets, as well as recognition of contractual obligations, severance, other one-time termination benefits, and other costs. The Company expects the Fiscal 2025 Plan to be substantially completed by the end of fiscal 2027.
15
MARVELL TECHNOLOGY, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)
During the three months ended August 2, 2025, the Company recognized restructuring and other related charges of $8.7 million mainly comprised of employee severance and related costs, and recognition of contractual obligations. During the six months ended August 2, 2025, the Company recognized a net restructuring gain $3.6 million, mainly comprised of a gain on sale of property that was affected by restructuring actions associated with project and facility reductions to optimize resources, offset by employee severance and related costs, and recognition of contractual obligations.
During the three and six months ended August 3, 2024, the Company recognized restructuring and other related charges of $4.0 million and $8.1 million, respectively, mainly comprised of employee severance and related costs.
The following table sets forth a reconciliation of the beginning and ending restructuring liability balances by major type of cost associated with the restructuring charges (in millions):
Employee Severance and Related Costs | Other Exit-Related Costs | Total | |||||||||||||||
| Balance at February 1, 2025 | $ | $ | $ | ||||||||||||||
Charges (1) | |||||||||||||||||
| Net cash payments | ( | ( | ( | ||||||||||||||
| Balance at August 2, 2025 | |||||||||||||||||
| Less: non-current portion | |||||||||||||||||
| Current portion | $ | $ | $ | ||||||||||||||
(1)Restructuring gain of $14.0 million recognized during the six months ended August 2, 2025 was recorded directly to the unaudited condensed consolidated statements of operations and was not included in the restructuring liability balances above.
The current portion of the restructuring liability is comprised of $57.5 million and $8.3 million included as components of accrued liabilities and accounts payable, respectively, and the non-current portion of the restructuring liability is included as a component of other non-current liabilities in the accompanying unaudited condensed consolidated balance sheets.
Note 8. Commitments and Contingencies
Warranty Obligations
The Company generally warrants that its products sold to its customers will conform to its approved specifications and be free from defects in material and workmanship under normal use and conditions for one year . The Company may offer a longer warranty period in limited situations based on product type and negotiated warranty terms with certain customers.
Commitments
The Company’s commitments primarily consist of wafer purchase obligations with foundry partners, supply capacity reservation payment commitments with foundries and test and assembly partners, technology license fee obligations, minimum purchase commitments under technology service agreements, and commitments for capital expenditures.
16
MARVELL TECHNOLOGY, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)
Future unconditional purchase commitments as of August 2, 2025 are as follows (in millions):
| Fiscal Year | Purchase Commitments to Foundries and Test and Assembly Partners | Technology Services and License Fees | ||||||||||||
| Remainder of 2026 | $ | $ | ||||||||||||
| 2027 | ||||||||||||||
| 2028 | ||||||||||||||
| 2029 | ||||||||||||||
| 2030 | ||||||||||||||
| Thereafter | ||||||||||||||
| Total unconditional purchase commitments | $ | $ | ||||||||||||
Technology license fees include the liabilities under agreements for technology licenses between the Company and various vendors.
In addition, as of August 2, 2025, the Company had approximately $204.7 million of commitments for capital expenditures, the majority of which are expected to be paid within fiscal 2026.
Under the Company’s manufacturing relationships with its foundry partners, cancellation of outstanding purchase orders is allowed but requires payment of all costs and expenses incurred through the date of cancellation, and in some cases, may result in incremental fees, loss of amounts paid in advance, or loss of priority to reserved capacity for a period of time.
The Company entered into manufacturing supply capacity reservation agreements with foundries and test and assembly suppliers in prior fiscal years. Under these arrangements, the Company agreed to pay capacity fees or refundable deposits to the suppliers in exchange for reserved manufacturing production capacity over the term of the agreements, which ranges from 4 to 10 years. In addition, the Company committed to certain purchase levels that were in line with the capacity reserved. The Company currently estimates that it has agreed to purchase level commitments of at least $482.5 million of wafers, substrates, and other manufacturing products for the remainder of fiscal 2026 through fiscal 2033 under the capacity reservation agreements. In addition, total fees and refundable deposits payable under these arrangements are $23.1 million in fiscal 2027 through fiscal 2028. Such purchase commitments are summarized in the preceding table.
In September 2021, the Company entered into a technology licensing agreement with a vendor which provided complete access to the vendor’s intellectual property portfolio for 10 years. The arrangement provided access to intellectual property over the term of the contract, including existing intellectual property, as well as intellectual property in development, and to be developed in the future. The contract provided support and maintenance over the term of the contract as well. In the third quarter of fiscal 2025, the Company ceased use of this arrangement due to restructuring actions taken during the quarter, resulting in recognition of asset impairment charges. See “Note 7 – Restructuring” for further information. Aggregate remaining fees of $268.5 million as of the cease use date are payable quarterly over the contract term.
Contingencies and Legal Proceedings
The Company currently is, and may from time to time become, subject to claims, lawsuits, governmental inquiries, inspections or investigations and other legal proceedings (collectively, “Legal Matters”) arising in the course of its business. Such Legal Matters, even if not meritorious, could result in the expenditure of significant financial and managerial resources.
17
MARVELL TECHNOLOGY, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)
The Company is currently unable to predict the final outcome of its pending Legal Matters and therefore cannot determine the likelihood of loss or estimate a range of possible loss, except with respect to amounts where it has determined a loss is both probable and estimable and has made an accrual. The Company evaluates, at least on a quarterly basis, developments in its Legal Matters that could affect the amount of any accrual, as well as any developments that would result in a loss contingency to become both probable and reasonably estimable. The ultimate outcome of its pending Legal Matters involves judgments, estimates and inherent uncertainties. An unfavorable outcome in a Legal Matter could require the Company to pay damages or could prevent the Company from selling some of its products in certain jurisdictions. While the Company cannot predict with certainty the results of the Legal Matters in which it is currently involved, the Company does not expect that the ultimate costs to resolve these Legal Matters will individually or in the aggregate have a material adverse effect on its financial condition, however, there can be no assurance that the current or any future Legal Matters will be resolved in a manner that is not adverse to the Company’s business, financial statements, results of operations or cash flows.
Indemnities, Commitments and Guarantees
During its normal course of business, the Company has made certain indemnities, commitments and guarantees under which it may be required to make payments in relation to certain transactions. These indemnities may include indemnities for general commercial obligations, indemnities to various lessors in connection with facility leases for certain claims arising from such facility or lease, and indemnities to directors and officers of the Company to the maximum extent permitted under the laws of Delaware. In addition, the Company has contractual commitments to various customers, which could require the Company to incur costs to repair an epidemic defect with respect to its products outside of the normal warranty period if such defect were to occur. The duration of these indemnities, commitments and guarantees varies, and in certain cases, is indefinite. Some of these indemnities, commitments and guarantees do not provide for any limitation of the maximum potential future payments that the Company could be obligated to make. In general, the Company does not record any liability for these indemnities, commitments and guarantees in the accompanying unaudited condensed consolidated balance sheets as the amounts cannot be reasonably estimated and are not considered probable. The Company does, however, accrue for losses for any known contingent liability, including those that may arise from indemnification provisions, when future payment is probable and estimable.
Intellectual Property Indemnification
In addition to the above indemnities, the Company has agreed to indemnify certain customers for claims made against the Company’s products where such claims allege infringement of third-party intellectual property rights, including, but not limited to, patents, registered trademarks, and/or copyrights. Under the aforementioned indemnification clauses, the Company may be obligated to defend the customer and pay for the damages awarded against the customer as well as the attorneys’ fees and costs under an infringement claim. The Company’s indemnification obligations generally do not expire after termination or expiration of the agreement containing the indemnification obligation. Generally, but not always, there are limits on and exceptions to the Company’s potential liability for indemnification. Historically the Company has not made significant payments under these indemnification obligations and the Company cannot estimate the amount of potential future payments, if any, that it might be required to make as a result of these agreements. The maximum potential amount of any future payments that the Company could be required to make under these indemnification obligations could be significant.
Note 9. Income Tax
The Company’s tax provision for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items, if any, that arise during the period. Each quarter, the Company updates its estimate of the annual effective tax rate, and if the estimated annual effective tax rate changes, the Company makes a cumulative adjustment in such period. The Company’s quarterly tax provision, and estimate of its annual effective tax rate, is subject to variation due to several factors, including variability in accurately predicting its pre-tax income or loss and the mix of jurisdictions to which they relate, intercompany transactions, changes in tax laws, the applicability of special tax regimes, changes in how the Company does business, discrete items, and acquisitions, as well as the integration of such acquisitions.
The Company recorded income tax expense of $38.9 million and $76.9 million for the three and six months ended August 2, 2025, respectively. The Company’s estimated effective tax rate for the year differs from the U.S. statutory rate of 21% primarily due to a substantial portion of its earnings, or in some cases, 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 as well as discrete tax benefits and expenses for excess deductions and deficiencies on stock-based compensation.
18
MARVELL TECHNOLOGY, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)
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. The Company’s tax provision for the August 2, 2025 period includes the estimated impact of the 2025 Tax Act. The Company will continue to evaluate the impact of the 2025 Tax Act on its income taxes.
Subsequent to quarter end, on August 14, 2025, the Company completed the sale of its automotive ethernet business to the Buyer for $2.5 billion. The Company expects to record the tax impact related to the gain on sale in the third quarter of fiscal 2026.
Note 10. Net Income (Loss) Per Share
The Company reports both basic net income (loss) per share, which is based on the weighted-average number of common stock outstanding during the period, and diluted net income (loss) per share, which is based on the weighted-average number of common stock outstanding and potentially dilutive shares outstanding during the period.
The computations of basic and diluted net income (loss) per share are presented in the following table (in millions, except per share amounts):
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| August 2, 2025 | August 3, 2024 | August 2, 2025 | August 3, 2024 | ||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income (loss) | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted-average shares — basic | |||||||||||||||||||||||
| Effect of dilutive securities: | |||||||||||||||||||||||
Stock-based awards | |||||||||||||||||||||||
| Weighted-average shares — diluted | |||||||||||||||||||||||
| Net income (loss) per share | |||||||||||||||||||||||
| Basic | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Diluted | $ | $ | ( | $ | $ | ( | |||||||||||||||||
Potential dilutive securities include dilutive common stock from stock-based awards attributable to the assumed exercise of stock options, restricted stock units, employee stock purchase plan shares and warrant shares using the treasury stock method. Under the treasury stock method, potential common stock outstanding are not included in the computation of diluted net income per share if their effect is anti-dilutive.
Anti-dilutive potential shares are presented in the following table (in millions):
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| August 2, 2025 | August 3, 2024 | August 2, 2025 | August 3, 2024 | ||||||||||||||||||||
| Weighted-average shares outstanding: | |||||||||||||||||||||||
| Stock-based awards and warrant shares | |||||||||||||||||||||||
Anti-dilutive potential shares from stock-based awards are excluded from the calculation of diluted earnings per share for all periods reported above because either their exercise price exceeded the average market price during the period or the stock-based awards were determined to be anti-dilutive based on applying the treasury stock method. Anti-dilutive potential shares from stock-based awards are excluded from the calculation of diluted earnings per share for the three and six months ended August 3, 2024 due to the net loss reported in those period.
19
MARVELL TECHNOLOGY, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)
Note 11. Segment Information
The Company operates in one reportable segment — the design, development and sale of integrated circuits. The chief executive officer was identified as the chief operating decision maker (“CODM”). Based on his direct involvement with the Company’s operations and product development, the CODM is ultimately responsible for and actively involved in the allocation of resources and the assessment of the Company’s performance using consolidated net income (loss) reported on the unaudited condensed consolidated statements of operations. The Company’s organizational structure is based along functional lines, with each of the functional department heads, as well as shared resources, reporting directly to the CODM or to a direct report of the CODM. The Company uses a highly-integrated approach in developing its products in that discrete technologies developed by the Company are frequently integrated across many of its products, and substantially all of the Company’s integrated circuits are manufactured under similar manufacturing processes. Accordingly, the Company operates under a single operating segment.
The following table presents a summary of consolidated net income (loss) inclusive of significant segment expenses and other expense information provided to the CODM (in millions):
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| August 2, 2025 | August 3, 2024 | August 2, 2025 | August 3, 2024 | ||||||||||||||||||||
Net revenue | $ | $ | $ | $ | |||||||||||||||||||
Less: | |||||||||||||||||||||||
Product costs (a) | |||||||||||||||||||||||
Employee compensation and related in operating expenses | |||||||||||||||||||||||
Amortization of acquired intangible assets | |||||||||||||||||||||||
Restructuring related charges (gains), net | ( | ||||||||||||||||||||||
Stock-based compensation | |||||||||||||||||||||||
Engineering design related costs | |||||||||||||||||||||||
Interest expense | |||||||||||||||||||||||
Provision for income taxes | |||||||||||||||||||||||
Other segment expenses (b) | |||||||||||||||||||||||
Net income (loss) | $ | $ | ( | $ | $ | ( | |||||||||||||||||
(a)Includes material, labor and other product related costs, excluding the other categories above.
(b)Includes depreciation and amortization expenses, facilities expenses, legal expenses, interest income and other income and expenses.
This expense information is based on management's internal view of expense classification when reviewing aspects of financial and operating performance of the business, and may not be representative of expense classification that is comparable to other peer companies' internal management views. As a result, this expense information should not be considered in isolation or as substitute for analysis of Marvell’s results in conjunction with the accompanying unaudited condensed consolidated financial statements and notes thereto.
20
MARVELL TECHNOLOGY, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)
Note 12. Supplemental Financial Information (in millions)
Consolidated Balance Sheets
Accounts Receivable, net
The Company sells certain of its trade accounts receivable on a non-recourse basis to a third-party financial institution pursuant to a factoring arrangement. The Company accounts for these transactions as sales of receivables and presents cash proceeds as cash provided by operating activities in the unaudited condensed consolidated statements of cash flows. After the sale of its trade accounts receivable, the Company will collect payment from the customer and remit it to the third-party financial institution. Total trade accounts receivable sold under the factoring arrangement was $237.2 million and $526.8 million for the three and six months ended August 2, 2025, respectively, of which $142.0 million remained subject to servicing by the Company as of August 2, 2025. Total trade accounts receivable sold under the factoring arrangement were $226.3 million and $494.4 million for the three and six months ended August 3, 2024, respectively, of which $241.5 million remained subject to servicing by the Company as of August 3, 2024. Factoring fees for the sales of receivables were recorded in interest income and other, net and were not material.
| August 2, 2025 | February 1, 2025 | ||||||||||
| Inventories: | |||||||||||
| Work-in-process | $ | $ | |||||||||
| Finished goods | |||||||||||
| Inventories | $ | $ | |||||||||
| August 2, 2025 | February 1, 2025 | ||||||||||
| Property and equipment, net: | |||||||||||
| Machinery and equipment | $ | $ | |||||||||
| Land, buildings, and leasehold improvements | |||||||||||
| Computer software | |||||||||||
| Furniture and fixtures | |||||||||||
| Less: Accumulated depreciation | ( | ( | |||||||||
| Property and equipment, net | $ | $ | |||||||||
| August 2, 2025 | February 1, 2025 | ||||||||||
| Other non-current assets: | |||||||||||
| Prepaid ship and debits | $ | $ | |||||||||
| Technology licenses | |||||||||||
| Prepayments on supply capacity reservation agreements | |||||||||||
| Non-marketable equity investments | |||||||||||
| Other | |||||||||||
| Other non-current assets | $ | $ | |||||||||
21
MARVELL TECHNOLOGY, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)
| August 2, 2025 | February 1, 2025 | ||||||||||
| Accrued liabilities: | |||||||||||
| Variable consideration estimates (1) | $ | $ | |||||||||
| Accrued income tax payable | |||||||||||
| Technology license obligations | |||||||||||
| Accrued restructuring | |||||||||||
| Lease liabilities - current portion | |||||||||||
| Accrued interest | |||||||||||
| Deferred revenue | |||||||||||
| Accrued royalties | |||||||||||
| Accrued legal reserve | |||||||||||
| Other | |||||||||||
| Accrued liabilities | $ | $ | |||||||||
(1)Substantially all of the variable consideration estimate is comprised of the ship and debit claims accrual, but also includes estimated customer returns, price discounts, price protection, rebates, and stock rotation programs.
| August 2, 2025 | February 1, 2025 | ||||||||||
Other non-current liabilities: | |||||||||||
| $ | $ | ||||||||||
| Non-current restructuring liabilities | |||||||||||
| Technology license obligations | |||||||||||
| Non-current income tax payable | |||||||||||
| Deferred tax liabilities | |||||||||||
| Other | |||||||||||
| Other non-current liabilities | $ | $ | |||||||||
Accumulated Other Comprehensive Income (Loss)
The changes in accumulated other comprehensive income (loss), net of tax, by components for the comparative periods are presented in the following table (in millions):
| Unrealized Gain (Loss) on Cash Flow Hedges | ||||||||||||||||||||||||||
| Balance at February 1, 2025 | $ | |||||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | ||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income (loss) | ( | |||||||||||||||||||||||||
| Net current-period other comprehensive income (loss), net of tax | ||||||||||||||||||||||||||
| Balance at August 2, 2025 | $ | |||||||||||||||||||||||||
22
MARVELL TECHNOLOGY, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)
| Unrealized Gain (Loss) on Cash Flow Hedges | ||||||||||||||||||||||||||
| Balance at February 3, 2024 | $ | |||||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | |||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income (loss) | ( | |||||||||||||||||||||||||
| Net current-period other comprehensive income (loss), net of tax | ( | |||||||||||||||||||||||||
| Balance at August 3, 2024 | $ | ( | ||||||||||||||||||||||||
Government Incentives
On May 1, 2025, the Company received notification that its application for government incentives in a foreign jurisdiction in which the Company operates had been approved by the necessary government agencies. The Company is accounting for the benefit as a government incentive and has elected to reduce qualifying cost of sales and operating expenditures by the incentives earned, recognized in the same line item on the unaudited condensed consolidated statements of operations for which the incentive is intended to compensate. For incentives related to the purchase of qualifying expenditures that are subject to capitalization, the Company has elected to reduce the cost basis of the underlying capitalized assets by the associated incentives and is recognizing incentive benefits in the unaudited condensed consolidated statements of operations in accordance with the cost recovery of the assets. Government incentives earned prior to being received are recognized in prepaid expenses and other current assets on the Company’s unaudited condensed consolidated balance sheets.
Stock Repurchase Program
On November 17, 2016, the Company announced that its Board of Directors authorized a $1.0 billion stock repurchase plan with no fixed expiration. The stock repurchase program replaced in its entirety the prior $3.3 billion stock repurchase program. On October 16, 2018, the Company announced that its Board of Directors authorized a $700.0 million addition to the balance of its existing stock repurchase program. On March 7, 2024, the Company announced that its Board of Directors authorized a $3.0 billion addition to the balance of its existing stock repurchase program. As of August 2, 2025, $2.0 billion remained available for future stock repurchases. The Company intends to effect stock repurchases in accordance with the conditions of Rule 10b-18 under the Exchange Act, but may also make repurchases in the open market outside of Rule 10b-18 or in privately negotiated transactions. The stock repurchase program is subject to market conditions and other factors, and does not obligate the Company to repurchase any dollar amount or number of shares of its common stock and the repurchase program may be extended, modified, suspended or discontinued at any time.
During the three and six months ended August 2, 2025, the Company repurchased 2.7 million and 8.3 million shares of its common stock for $200.0 million and $540.0 million, respectively. During the three and six months ended August 3, 2024, the Company repurchased 2.5 million and 4.7 million shares of its common stock for $175.0 million and $325.0 million, respectively. The Company records all repurchases, as well as investment purchases and sales, based on their trade date. The repurchased shares are retired immediately after repurchases are completed.
23
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 personnel;
•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;
24
•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 second quarter of fiscal 2026 was $2.0 billion and was 58% higher than net revenue in the second quarter of fiscal 2025. This was due to increases in sales from the data center end market by 69%, from the carrier infrastructure end market by 71%, from the enterprise networking end market by 28%, and from the consumer end market by 30%. Sales from the automotive/industrial end market were relatively flat for the second quarter of fiscal 2026 compared to the second quarter of fiscal 2025.
Strong revenue growth from our data center market was led by our custom products, as well as our 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 second quarter of fiscal 2025.
We continue to monitor the environment for potential long-term impact on supply and demand from tariffs.
On April 7, 2025, we entered into a definitive agreement to sell our automotive ethernet business to Infineon Technologies AG (the “Buyer”) for $2.5 billion in cash. The divestiture encompasses our automotive ethernet product portfolio and related assets. In addition, we will license certain intellectual property to the Buyer in connection with the transferred business and provide certain temporary transition services following completion of the sale. As of August 2, 2025, we classified assets held for sale of $595.5 million, which consisted of $33.0 million of inventories, $20.3 million of property and equipment, $524.7 million of goodwill, $14.0 million of acquired intangible assets, and other related assets. Subsequent to quarter end, on August 14, 2025, we completed the sale of our automotive ethernet business to the Buyer for $2.5 billion. We expect to record a gain on sale in the third quarter of fiscal 2026. See “Note 1 – Basis of Presentation” in the Notes to Unaudited Condensed Consolidated Financial Statements for further information.
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.
25
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. 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 six months ended August 2, 2025, we repurchased 8.3 million shares of our common stock for $540.0 million. As of August 2, 2025, $2.0 billion remained available for future stock repurchases.
We returned $643.5 million to stockholders in the six months ended August 2, 2025 through $540.0 million in repurchases of shares of our common stock and $103.5 million in cash dividends.
Cash and Short-Term Investments. Our cash and cash equivalents were $1.2 billion at August 2, 2025, which were $276.1 million higher than our balance at February 1, 2025 of $948.3 million.
Sales and Customer Composition. Our accounts receivable was concentrated with five customers at August 2, 2025, who represented a total of 73% of gross accounts receivable, compared with four customers at August 3, 2024, who represented a total of 70% 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 | Six Months Ended | ||||||||||||||||||||||
| August 2, 2025 | August 3, 2024 | August 2, 2025 | August 3, 2024 | ||||||||||||||||||||
| Direct Customer: | |||||||||||||||||||||||
Customer A | 16% | * | 16% | * | |||||||||||||||||||
Customer B | * | 10% | * | 10% | |||||||||||||||||||
| Distributor: | |||||||||||||||||||||||
| Distributor A | 34% | 35% | 35% | 37% | |||||||||||||||||||
*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 76% and 75% of our net revenue in the three and six months ended August 2, 2025, respectively, and approximately 77% and 75% of our net revenue in the three and six months ended August 3, 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.”
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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 August 2, 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 Ended | Six Months Ended | ||||||||||||||||||||||
| August 2, 2025 | August 3, 2024 | August 2, 2025 | August 3, 2024 | ||||||||||||||||||||
| Net revenue | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | |||||||||||||||
| Cost of goods sold | 49.6 | 53.8 | 49.7 | 54.2 | |||||||||||||||||||
| Gross profit | 50.4 | 46.2 | 50.3 | 45.8 | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Research and development | 25.9 | 38.2 | 26.3 | 39.6 | |||||||||||||||||||
| Selling, general and administrative | 9.6 | 15.5 | 9.7 | 16.3 | |||||||||||||||||||
| Restructuring related charges (gains), net | 0.4 | 0.4 | (0.1) | 0.3 | |||||||||||||||||||
| Total operating expenses | 35.9 | 54.1 | 35.9 | 56.2 | |||||||||||||||||||
| Operating income (loss) | 14.5 | (7.9) | 14.4 | (10.4) | |||||||||||||||||||
| Interest and other loss, net | (2.9) | (3.6) | (2.9) | (3.7) | |||||||||||||||||||
| Income (loss) before income taxes | 11.6 | (11.5) | 11.5 | (14.1) | |||||||||||||||||||
| Provision for income taxes | 1.9 | 3.7 | 1.9 | 2.7 | |||||||||||||||||||
| Net income (loss) | 9.7 | % | (15.2) | % | 9.6 | % | (16.8) | % | |||||||||||||||
Three and six months ended August 2, 2025 and August 3, 2024
Net Revenue
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||||||||
| August 2, 2025 | August 3, 2024 | % Change | August 2, 2025 | August 3, 2024 | % Change | ||||||||||||||||||||||||||||||
| (in millions, except percentage) | |||||||||||||||||||||||||||||||||||
| Net revenue | $ | 2,006.1 | $ | 1,272.9 | 57.6% | $ | 3,901.4 | $ | 2,433.8 | 60.3% | |||||||||||||||||||||||||
27
Our net revenue for the three months ended August 2, 2025 increased by $733.2 million, or 58%, compared to net revenue for the three months ended August 3, 2024. This was primarily due to a 69% increase in sales from the data center end market which benefited from strong AI demand. The increase was also driven by increases in sales from the carrier infrastructure end market by 71%, from the enterprise networking end market by 28%, and from the consumer end market by 30%, which have been experiencing increases in demand. Sales from the automotive/industrial end market were relatively flat for three months ended August 2, 2025 compared to the three months ended August 3, 2024.
Our net revenue for the six months ended August 2, 2025 increased by $1.5 billion, or 60%, compared to net revenue for the six months ended August 3, 2024. This was primarily due to a 73% increase in sales from the data center end market which benefited from strong AI demand. The increase was also driven by increases in sales from the carrier infrastructure end market by 82%, from the enterprise networking end market by 22%, and from the consumer end market by 37%, which have been experiencing increases in demand. Sales from the automotive/industrial end market were relatively flat for six months ended August 2, 2025 compared to the six months ended August 3, 2024.
Cost of Goods Sold and Gross Profit
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||||||||
| August 2, 2025 | August 3, 2024 | % Change | August 2, 2025 | August 3, 2024 | % Change | ||||||||||||||||||||||||||||||
| (in millions, except percentage) | |||||||||||||||||||||||||||||||||||
| Cost of goods sold | $ | 995.5 | $ | 685.3 | 45.3% | $ | 1,938.4 | $ | 1,318.4 | 47.0% | |||||||||||||||||||||||||
| % of net revenue | 49.6 | % | 53.8 | % | 49.7 | % | 54.2 | % | |||||||||||||||||||||||||||
| Gross profit | $ | 1,010.6 | $ | 587.6 | 72.0% | $ | 1,963.0 | $ | 1,115.4 | 76.0% | |||||||||||||||||||||||||
| % of net revenue | 50.4 | % | 46.2 | % | 50.3 | % | 45.8 | % | |||||||||||||||||||||||||||
Cost of goods sold as a percentage of net revenue decreased for the three and six months ended August 2, 2025 compared to the three and six months ended August 3, 2024, 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 and six months ended August 2, 2025 increased by 4.2 and 4.5 percentage points, respectively, compared to the three and six months ended August 3, 2024.
Research and Development
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||||||||
| August 2, 2025 | August 3, 2024 | % Change | August 2, 2025 | August 3, 2024 | % Change | ||||||||||||||||||||||||||||||
| (in millions, except percentage) | |||||||||||||||||||||||||||||||||||
| Research and development | $ | 519.0 | $ | 486.7 | 6.6% | $ | 1,026.7 | $ | 962.8 | 6.6% | |||||||||||||||||||||||||
| % of net revenue | 25.9 | % | 38.2 | % | 26.3 | % | 39.6 | % | |||||||||||||||||||||||||||
Research and development expense increased by $32.3 million in the three months ended August 2, 2025 compared to the three months ended August 3, 2024. The increase was primarily due to higher overall spending to support our R&D initiatives, including $15.9 million of higher engineering design related costs.
Research and development expense increased by $63.9 million in the six months ended August 2, 2025 compared to the six months ended August 3, 2024. The increase was primarily due to $21.6 million of higher employee compensation and related costs, as well as higher overall spending to support our R&D initiatives, including $11.0 million of higher engineering design related costs.
Selling, General and Administrative
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||||||||
| August 2, 2025 | August 3, 2024 | % Change | August 2, 2025 | August 3, 2024 | % Change | ||||||||||||||||||||||||||||||
| (in millions, except percentage) | |||||||||||||||||||||||||||||||||||
| Selling, general and administrative | $ | 192.8 | $ | 197.3 | (2.3)% | $ | 379.2 | $ | 397.2 | (4.5)% | |||||||||||||||||||||||||
| % of net revenue | 9.6 | % | 15.5 | % | 9.7 | % | 16.3 | % | |||||||||||||||||||||||||||
28
Selling, general and administrative expense decreased by $4.5 million and $18.0 million, respectively, in the three and six months ended August 2, 2025 compared to the three and six months ended August 3, 2024. The decreases were primarily due to lower amortization expense for acquired intangible assets.
Restructuring Related Charges (Gains), Net
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||||||||
| August 2, 2025 | August 3, 2024 | % Change | August 2, 2025 | August 3, 2024 | % Change | ||||||||||||||||||||||||||||||
| (in millions, except percentage) | |||||||||||||||||||||||||||||||||||
Restructuring related charges (gains), net | $ | 8.7 | $ | 4.0 | 117.5% | $ | (3.6) | $ | 8.1 | (144.4)% | |||||||||||||||||||||||||
| % of net revenue | 0.4 | % | 0.4 | % | (0.1) | % | 0.3 | % | |||||||||||||||||||||||||||
We recognized restructuring related charges of $8.7 million in the three months ended August 2, 2025, and a net restructuring gain of $3.6 million in the six months ended August 2, 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 Loss, Net
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||||||||
| August 2, 2025 | August 3, 2024 | % Change | August 2, 2025 | August 3, 2024 | % Change | ||||||||||||||||||||||||||||||
| (in millions, except percentage) | |||||||||||||||||||||||||||||||||||
| Interest expense | $ | (51.9) | $ | (48.4) | 7.2% | $ | (100.6) | $ | (97.2) | 3.5% | |||||||||||||||||||||||||
Interest income and other, net | (4.5) | 2.6 | (273.1)% | (10.5) | 5.9 | (278.0)% | |||||||||||||||||||||||||||||
Interest and other loss, net | $ | (56.4) | $ | (45.8) | 23.1% | $ | (111.1) | $ | (91.3) | 21.7% | |||||||||||||||||||||||||
| % of net revenue | (2.9) | % | (3.6) | % | (2.9) | % | (3.7) | % | |||||||||||||||||||||||||||
Interest and other loss, net increased by $10.6 million in the three months ended August 2, 2025 compared to the three months ended August 3, 2024. The increase was primarily due costs related to the sale of our automotive ethernet business, as well as higher interest expense.
Interest and other loss, net increased by $19.8 million in the six months ended August 2, 2025 compared to the six months ended August 3, 2024. The increase was primarily due to higher net losses recognized from equity investments, costs related to the sale of our automotive ethernet business, as well as higher interest expense.
Provision for income taxes
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||||||||
| August 2, 2025 | August 3, 2024 | % Change | August 2, 2025 | August 3, 2024 | % Change | ||||||||||||||||||||||||||||||
| (in millions, except percentage) | |||||||||||||||||||||||||||||||||||
| Provision for income taxes | $ | 38.9 | $ | 47.1 | (17.4)% | $ | 76.9 | $ | 64.9 | 18.5% | |||||||||||||||||||||||||
Our income tax expense for the three months ended August 2, 2025 was $38.9 million compared to a tax expense of $47.1 million for the three months ended August 3, 2024. 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. 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.
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Our income tax expense for the six months ended August 2, 2025 was $76.9 million compared to a tax expense of $64.9 million for the six months ended August 3, 2024. 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. 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 August 2, 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.
Subsequent to quarter end, on August 14, 2025, we completed the sale of our automotive ethernet business to the Buyer for $2.5 billion. We expect to record the tax impact related to the gain on sale in the third quarter of fiscal 2026.
Our provision for incomes taxes may be affected by changes in the geographic mix of earnings with different applicable tax rates, acquisitions, 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. The enacted legislation did not have a significant effect on our provision for income taxes during the six months ended August 2, 2025.
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 August 2, 2025 consisted of approximately $1.2 billion of cash and cash equivalents, of which approximately $973.8 million 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 August 2, 2025, we had total borrowings outstanding of $4.5 billion, consisting of senior notes outstanding, of which $499.3 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.
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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 August 2, 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 six months ended August 2, 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.
Subsequent to quarter end, on August 14, 2025, we completed the sale of our automotive ethernet business to the Buyer for $2.5 billion. We expect to record a gain on sale in the third quarter of fiscal 2026. 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 and commitments (including those discussed in “Note 8 – Commitments and Contingencies” in the Notes to Unaudited Condensed Consolidated Financial Statements) 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 six months ended August 2, 2025 was $794.5 million. We had a net income of $372.7 million adjusted for the following non-cash items: amortization of acquired intangible assets of $489.4 million, stock-based compensation expense of $295.7 million, depreciation and amortization of $168.3 million, restructuring related gains of $14.0 million, deferred income tax benefit of $9.2 million, and $80.8 million of net loss from other non-cash items. Cash outflow from working capital of $589.2 million for the six months ended August 2, 2025 was primarily driven by increases in accounts receivable, prepaid expenses and other assets, and inventories, and decreases in accrued employee compensation and accounts payable, 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 factoring of receivables. The increase in prepaid expenses and other assets was primarily due to receivables for government incentives earned. Inventories increased in support of expected revenue growth. The decrease in accrued employee compensation was due to bonus payout of our annual employee bonus plan. The decrease in accounts payable is due to the timing of payments. The increase in accrued liabilities and other non-current liabilities was primarily driven by higher ship and debit claims accrual.
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Net cash provided by operating activities for the six months ended August 3, 2024 was $630.9 million. We had a net loss of $408.9 million adjusted for the following non-cash items: amortization of acquired intangible assets of $540.6 million, stock-based compensation expense of $291.4 million, depreciation and amortization of $148.9 million, deferred income tax benefit of $58.3 million, and $33.1 million of net loss from other non-cash items. Cash inflow from working capital of $81.8 million for the six months ended August 3, 2024 was primarily driven by decreases in accounts receivable, prepaid expenses and other assets, and inventories, and an increase in accounts payable, partially offset by decreases in accrued liabilities and other non-current liabilities, and accrued employee compensation. The decrease in accounts receivable was primarily due to decreased sales. 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, and a decrease in prepaid corporate income tax, partially offset by payments on supply capacity reservation agreements, net of refunds. The decrease in inventories was primarily due to an increase in demand and focused effort on supply chain efficiency as demand improves. The increase in accounts payable was primarily due to the timing of payments. 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, partially offset by increases in income tax payable, interest accruals, and stock rotation accruals. The decrease in accrued employee compensation was due to bonus payout of our annual employee bonus plan.
Cash Flows from Investing Activities
For the six months ended August 2, 2025, net cash used in investing activities of $171.3 million was primarily driven by purchases of property and equipment of $166.3 million, partially offset by proceeds from sales of property and equipment of $27.3 million.
For the six months ended August 3, 2024, net cash used in investing activities of $154.9 million was primarily driven by purchases of property and equipment of $139.7 million.
Cash Flows from Financing Activities
For the six months ended August 2, 2025, net cash used in financing activities of $347.1 million was primarily attributable to $790.6 million repayment of debt principal, $540.0 million repurchases of common stock, $103.5 million for payment of our quarterly dividends, $100.9 million for tax withholding payments on behalf of employees for net share settlements, and $54.3 million payments on technology license obligations, partially offset by $1.2 billion proceeds from borrowings, and $51.1 million in proceeds from the issuance of common stock under our employee stock plans.
For the six months ended August 3, 2024, net cash used in financing activities of $618.1 million was primarily attributable to $325.0 million repurchases of common stock, $131.7 million for tax withholding payments on behalf of employees for net share settlements, $103.7 million for payment of our quarterly dividends, $65.5 million payments on technology license obligations, and $43.8 million repayment of debt principal, partially offset by $51.6 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 August 2, 2025, aside from cash and cash equivalents.
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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%.
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 August 2, 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 August 2, 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.
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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;
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•risks related to our ability to attract, retain and motivate a highly skilled workforce, especially engineering, managerial, sales and marketing personnel;
•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.
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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 products may be reduced, which would adversely impact demand for our products in these markets. In addition, unfavorable developments with evolving laws and regulations worldwide related to these products and suppliers may limit global adoption, impede our strategy, and negatively impact our long-term expectations in this area. Even if the AI, Cloud and 5G markets evolve in the manner or in the time periods we anticipate, if we do not have timely, competitively priced, market-accepted products available to meet our customers’ need in these markets, we may miss a significant opportunity and our business, financial condition, results of operations and cash flows could be materially and adversely affected. In addition, as a result of the fact that the markets for AI, Cloud and 5G are still evolving, demand for these products may be unpredictable and may vary significantly from one period to another. In addition, these markets may not develop as anticipated if AI training and inference costs drop dramatically due to customer adoption of less expensive alternative technologies. See also, “Our sales are concentrated in a few large customers. If we lose or experience a significant reduction in sales to any of these key customers, if any of these key customers experience a significant decline in market share, or if any of these customers experience significant financial difficulties, our revenue may decrease substantially and our results of operations and financial condition may be harmed.” See also, “Adverse changes in the political, regulatory and economic policies of governments in connection with trade with China and Chinese customers have reduced the demand for our products and damaged our business” for additional risks related to export restrictions that may impact certain customers in the AI, Cloud and 5G markets.
Our sales are concentrated in a few large customers. If we lose or experience a significant reduction in sales to any of these key customers, if any of these key customers experience a significant decline in market share, or if any of these customers experience significant financial difficulties, our revenue may decrease substantially and our results of operations and financial condition may be harmed.
We receive a significant amount of our revenue from a limited number of customers which are comprised of both distributors and direct customers. For example, during fiscal 2025, there were two customers (one distributor and one direct customer) whose revenues represented 10% or more of total net revenue. In addition, net revenue from our ten (10) largest customers, inclusive of our distributor and direct customers, represented 81% of our total net revenue for the fiscal year ended February 1, 2025. Sales to our largest customers have fluctuated significantly from period to period and year to year and will likely continue to fluctuate in the future, primarily due to the timing and number of design wins with customers, the continued diversification of our customer base as we expand into new markets, adverse changes in the political and economic policies of the U.S. or other governments (such as changes in export policies), and natural disasters or other issues. The loss of any of our large customers or a significant reduction in sales we make to them would likely harm our financial condition and results of operations. For example, some of our large customers depend on rapid and continuous innovation and will select partners who can help them deliver innovation at their pace and if we are unable to deliver on these timelines we may miss significant business opportunities. To the extent one or more of our large customers experience financial challenges, bankruptcy or insolvency, this could have a material adverse effect on our sales and our ability to collect on receivables, which could harm our financial condition and results of operations. See also, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Sales and Customer Composition” for information on our significant customers for the current quarterly reporting period.
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If we are unable to increase the number of large customers in key markets, then our operating results in the foreseeable future would be expected to continue to depend on sales to a relatively small number of customers, as well as the ability of these customers to sell products that incorporate our products. In the future, these customers may decide not to purchase our products at all, purchase fewer products than they did in the past, or alter their purchasing patterns in some other way, particularly because:
•a significant portion of our sales are made on a purchase order basis, which allows our customers to cancel, change or delay product purchase commitments with relatively short notice to us;
•customers may purchase similar products from our competitors;
•customers may discontinue sales or lose market share in the markets for which they purchase our products;
•customers, particularly in jurisdictions such as China that may be subject to trade restrictions or tariffs, may develop their own solutions, vertically integrate which may reduce the need for our products, or acquire fully developed solutions from third-parties; or
•customers may be subject to severe business disruptions, including, but not limited to, those driven by recessions, financial instability, actual or threatened public health emergencies, such as the COVID-19 pandemic, other global or regional macroeconomic developments, or natural disasters.
In addition, there has been a trend toward customer consolidation in the semiconductor industry through business combinations, including mergers, asset acquisitions and strategic partnerships (for example, Cisco acquired Acacia Communications in 2021). Mergers or restructuring among our customers, or their end customers, could increase our customer concentration with a particular customer or reduce total demand as the combined entities reevaluate their business and consolidate their suppliers. Such future developments, particularly in those end markets that account for more significant portions of our revenues, could harm our business and our results of operations.
In addition, we may be unable to negotiate as favorable terms with larger customers whether those customers resulted from customer consolidation, merger integrations or other reasons, and any such less favorable terms could harm our business and our results of operations.
Given their dependence on semiconductor products to operate their data centers and to ensure continuity of supply and reduce direct costs, some large customers may begin developing and making their own semiconductor solutions which could result in a loss of business for Marvell.
In addition, our sales have recently been, and in the future may continue to be, concentrated in our data center end market. Sales into this end market have fluctuated significantly from period to period and year to year and will likely continue to fluctuate in the future. Customers in this end market may decide in the future not to purchase our products at all, purchase fewer products than they did in the past, or alter their purchasing patterns in some other way. A significant reduction in sales to this end market would greatly reduce our revenues and harm our financial condition and results of operations. Please see “Note 3 – Revenue” of our Notes to Unaudited Condensed Consolidated Financial Statements set forth in Part I, Item 1 of this Quarterly Report on Form 10-Q for a more detailed description of sales into our data center end market.
We face risks related to recessions, inflation, stagflation and other macroeconomic conditions.
Customer demand for our products may be impacted by weak macroeconomic conditions, inflation, stagflation, recessionary or lower-growth environments, high or rising interest rates, equity market volatility or other negative economic factors in the U.S. or other nations. For example, under these conditions or expectation of such conditions, our customers may cancel orders, delay purchasing decisions or reduce their use of our services. In addition, these economic conditions have resulted in the past, and could result in the future, in higher inventory levels and the resulting excess capacity charges from our manufacturing partners if we need to slow production to reduce inventory levels. Further, in the event of a recession or threat of a recession our manufacturing partners, suppliers, distributors, and other third-party partners may suffer their own financial and economic challenges and as a result they may demand pricing accommodations, delay payment, or become insolvent, which could harm our ability to meet our customer demands or collect revenue or otherwise could harm our business. Similarly, disruptions in financial and/or credit markets may impact our ability to manage normal commercial relationships with our manufacturing partners, customers, suppliers and creditors and might cause us to not be able to continue to access preferred sources of liquidity when we would like, and our borrowing costs could increase. Thus, if general macroeconomic conditions, or conditions in the semiconductor industry, or conditions in our customer end markets deteriorate or experience a sustained period of weakness or slower growth, our business and financial results could be materially and adversely affected.
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In addition to the above risks related to economic conditions, the U.S. has implemented a series of tariffs targeting various nations and industries. These announcements have triggered global reactions, affecting markets, slowing global economic growth, and heightening concerns about broader financial instability. Tariffs and escalations of trade tensions between the U.S. and its trading partners, especially China, and the decoupling of global economies could result in a global economic slowdown and long-term changes to global trade. See also, “Adverse changes in the political, regulatory and economic policies of governments in connection with trade with China and Chinese customers have reduced the demand for our products and damaged our business” and “Changes to U.S. or foreign tax, trade policy, government incentives, tariff and import/export regulations may have a material adverse effect on our business, financial condition and results of operations.”
In addition, we are also subject to risk from inflation and increasing market prices of certain components, supplies, and commodity raw materials, which are incorporated into our end products or used by our manufacturing partners or suppliers to manufacture our end products. These components, supplies and commodities have from time to time become restricted, or general market factors and conditions have in the past and may in the future affect pricing of such components, supplies and commodities (such as inflation or supply chain constraints). As trade tensions escalate, our and our customers’ global supply chains may face disruptions, reducing international trade efficiency. See also, “Our gross margin and results of operations may be adversely affected in the future by a number of factors, including decreases in our average selling prices of products over time, shifts in our product mix, or price increases of certain components or third-party services due to inflation, supply chain constraints, or for other reasons.”
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.
We typically sell products pursuant to purchase orders rather than long-term purchase commitments. Some of our customers have, and others may in the future, cancel or defer purchase orders on short notice without incurring a significant penalty. In addition, customers who have purchase commitments may not honor those commitments. Due to their inability to predict demand or for other reasons, during the last few years some of our customers have accumulated excess inventories and, as a consequence, they either have deferred or they may defer future purchases of our products. We cannot accurately predict what or how many products our customers will need in the future. Anticipating demand is difficult because our customers face unpredictable demand for their own products and are increasingly focused more on cash preservation and tighter inventory management.
We place orders with our suppliers based on forecasts of customer demand and, in some instances, may establish buffer inventories to accommodate anticipated demand. Our forecasts are based on multiple assumptions, each of which may introduce error into our estimates. For example, our ability to accurately forecast customer demand may be impaired by the delays inherent in our customer’s product development processes, which may include extensive qualification and testing of components included in their products, including ours. In many cases, they design their products to use components from multiple suppliers. This creates the risk that our customers may decide to cancel or change product plans for products incorporating our semiconductor solutions prior to completion, which makes it even more difficult to forecast customer demand. In addition, while many of our customers are subject to purchase orders or other agreements that do not allow for cancellation, there can be no assurance that these customers will honor these contract terms and cancellation of these orders may adversely affect our business operations and demand forecast which is the basis for us to have products made.
Our products are incorporated into complex devices and systems, which creates supply chain cross-dependencies. Due to cross dependencies, supply chain disruptions have in the past and may in the future negatively impact the demand for our products. We have a limited ability to predict the timing of a supply chain correction. As we have a broad product portfolio and diversified products with many different SKUs, significant supply chain disruptions will cause us to have more work-in-process inventories that we hold to provide us with more flexibility to support our customers. If we cannot predict future customer demand or supply chain disruptions, then we may hold excess or obsolete inventory. Moreover, significant supply chain disruption may negatively impact the timing of our product shipments and revenue shipment linearity which may impact and extend our cash conversion cycle. In addition, the market share of our customers could be adversely impacted on a long-term basis due to any protracted supply chain disruption, which could negatively affect our results of operations. See also, “We rely on our manufacturing partners for the manufacture, assembly, testing and packaging of our products, and the failure of any of these third-party vendors to deliver products or otherwise perform as requested or to be able to fulfill our orders could damage our relationships with our customers, decrease our sales and limit our ability to grow our business” for additional information on the impacts of supply chain cross-dependencies on our business.
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If we overestimate customer demand, our excess or obsolete inventory may increase significantly, which would reduce our gross margin and adversely affect our financial results. The risk of obsolescence and/or excess inventory is heightened for semiconductor solutions due to the rapidly changing market for these types of products. Conversely, if we underestimate customer demand or if insufficient manufacturing capacity is available, we would miss revenue opportunities and potentially lose market share and damage our customer relationships. In addition, any future significant cancellations or deferrals of product orders or the return of previously sold products could materially and adversely affect our profit margins, increase product obsolescence and restrict our ability to fund our operations.
We operate in intensely competitive markets. Our failure to compete effectively would harm our results of operations.
The semiconductor industry is extremely competitive. We currently compete with a number of large domestic and international companies in the business of designing semiconductor solutions and related applications, some of which have greater financial, technical and management resources than us. In addition, efforts to introduce new products into markets with entrenched competitors will expose us to additional competitive pressures. For example, we are facing, and expect we will continue to face, significant competition in the infrastructure, cloud and data center and networking markets. Additionally, customer expectations and requirements have been evolving rapidly. For example, customers now expect us to provide turnkey solutions and commit to future roadmaps that have technical risks.
Some of our competitors may be better situated to meet changing customer needs and secure design wins. Increasing competition in the markets in which we operate may negatively impact our revenue and gross margins. For example, competitors with greater financial resources may be able to offer lower prices than us, or they may offer additional products, services or other incentives that we may not be able to match.
We also may experience discriminatory or anti-competitive practices by our competitors that could impede our growth, cause us to incur additional expense or otherwise negatively affect our business. In addition, some of these competitors may use their market power to dissuade our customers from purchasing from us.
In addition, many of our competitors operate and maintain their own fabrication facilities and have longer operating histories, greater name recognition, larger customer bases, and greater sales, marketing and distribution resources than we do.
Moreover, the semiconductor industry has experienced increased consolidation over the past several years. For example, AMD acquired Xilinx, Inc. in February 2022 and Pensando Systems in May 2022, Qualcomm acquired Veonner in April 2022, and Broadcom acquired VMware in November 2023. Consolidation among our competitors has led, and in the future could lead, to a changing competitive landscape, capabilities and market share, which could put us at a competitive disadvantage and harm our results of operations.
Our gross margin and results of operations may be adversely affected in the future by a number of factors, including decreases in our average selling prices of products over time, shifts in our product mix, or price increases of certain components or third-party services due to inflation, supply chain constraints, or for other reasons.
The products we develop and sell are primarily used for high-volume applications. While prices of our products have increased at times due to inflation and additional costs resulting from securing an increase in supply, the prices of our products have historically decreased. We expect that the average unit selling prices of our products will continue to be subject to significant pricing pressures. In addition, our more recently introduced products tend to have higher associated costs because of initial overall development and production expenses. Therefore, over time, we may not be able to maintain or improve our gross margin. Our financial results could suffer if we are unable to offset any reductions in our average selling prices by other cost reductions through efficiencies, introduction of higher margin products and other means.
To attract new customers or retain existing customers, we may offer certain price concessions to certain customers, which could cause our average selling prices and gross margin to decline. In the past, we have reduced the average selling prices of our products in anticipation of future competitive pricing pressures, new product introductions by us or by our competitors and other factors. We expect to continue to have to reduce prices of existing products in the future. Moreover, because of the wide price differences across the markets we serve, the mix and types of performance capabilities of our products sold may affect the average selling prices of our products and have a substantial impact on our revenue and margin. We may enter new markets in which a significant amount of competition exists, and this may require us to sell our products with lower gross margin than we earn in our established businesses. If we are successful in growing revenue in these markets, our overall margin may decline. Fluctuations in the mix and types of our products may also affect the extent to which we are able to recover the fixed costs and investments associated with a particular product, and as a result may harm our financial results.
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Additionally, because we do not operate our own manufacturing, assembly, testing or packaging facilities, we are not able to reduce our costs as rapidly as companies that operate their own facilities and our costs may even increase, which could also reduce our gross margin. Our margin could also be impacted, for example, by the following factors: increased costs (including increased costs caused by tariffs, inflation, higher interest rates, or supply chain constraints); loss of cost savings if parts ordering does not correctly anticipate product demand or if the financial health of either our manufacturers partners or our suppliers deteriorates; excess inventory, or inventory holding and obsolescence charges. In addition, we are subject to risks from fluctuating market prices of certain components, which are incorporated into our products or used by our suppliers to manufacture our products. Supplies of these components may from time to time become restricted, or general market factors and conditions such as inflation or supply chain constraints have in the past affected, currently affect and may in the future affect pricing of such commodities. For example, during the first few quarters of fiscal 2023 supply shortages in the semiconductor industry of multi-layer complex substrates, IC packaging capacity and fab constraints resulted in increased lead times, inability to meet demand, and increased costs. Any increase in the price of components used in our products will adversely affect our margin.
We may enter into new markets, including markets with different business models, as a result of our acquisitions or for other reasons that may reduce our gross margin and operating margin. For example, for certain products we use an ASIC model to offer end-to-end solutions for intellectual property, design team, fab and packaging to deliver a tested, yielded product to customers. This business model tends to have a lower gross margin. In addition, the costs related to this type of business model typically include significant NRE costs that customers pay based on the completion of milestones. Our operating margin may decline if our customers do not agree to pay for NREs, if they do not pay enough to cover the costs we incur in connection with NREs, or non-payment of previously agreed NRE costs. In addition, our operating margin may decline if we are unable to sell products in sufficient volumes to cover the development costs that we have incurred. In addition, the ASIC business model requires us to use third-party intellectual property and we may lose business or experience reputational harm if third parties, including customers, lose confidence in our ability to protect their intellectual property rights. With respect to risks related to our use of third-party intellectual property, see also, “We have been named as a party to several legal proceedings and may be named in additional ones in the future, including litigation involving our patents and other intellectual property, which could subject us to liability, require us to indemnify our customers, require us to obtain or renew licenses, require us to stop selling our products or force us to redesign our products.”
WE ARE VULNERABLE TO PRODUCT DEVELOPMENT AND MANUFACTURING-RELATED RISKS
We rely on our manufacturing partners for the manufacture, assembly, testing and packaging of our products, and the failure of any of these third-party vendors to deliver products or otherwise perform as requested or to be able to fulfill our orders could damage our relationships with our customers, decrease our sales and limit our ability to grow our business.
We do not have our own manufacturing, assembly or packaging facilities and have very limited in-house testing facilities. Therefore, we currently rely on several third-party manufacturing partners to produce our products. We also currently rely on several third-party assembly, testing and packaging subcontractors to assemble, package and test our products. This exposes us to a variety of risks, including the following:
Regional Concentration
Most of our products are manufactured by third-party foundries located in Taiwan, and other sources are located in China, Germany, South Korea, Singapore and the United States. In addition, most of our third-party assembly, testing and packaging facilities are located in China, Malaysia, Singapore, Taiwan and Canada. Because of the geographic concentration of most of these third-party foundries, as well as most of our assembly, testing and packaging subcontractors, we are exposed to the risk that their operations may be disrupted by regional events including, for example, droughts, earthquakes (particularly in Taiwan and elsewhere in the Pacific Rim close to fault lines), tsunamis or typhoons, severe storms, power outages, or by actual or threatened public health emergencies such as the COVID-19 pandemic and future pandemics, or by political, social or economic instability, or by geopolitical tensions and conflicts. For example, we were impacted by COVID outbreaks in Asia in the first half of fiscal 2023 that resulted in closed factories, clogged ports and a shortage of workers as officials imposed lockdowns and mass testing requirements. In the case of such an event, our revenue, cost of goods sold and results of operations may be negatively impacted. In addition, there are limited numbers of alternative foundries capable of producing advanced technologies and identifying and implementing alternative manufacturing facilities would be time consuming. Although there is a movement in the U.S. to build more foundries locally and the U.S. government is providing funds or other incentives for certain companies to do so, we do not expect that such foundries will be available to us to produce certain types of advanced technologies any time soon, if ever. If we need to utilize alternate manufacturing facilities, either in Taiwan or elsewhere, we could experience significant expenses and delays in product shipments, which could harm our results of operations.
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No Guarantee of Capacity or Supply
The ability of each of our manufacturing partners to provide us with materials and services is limited by its available capacity and existing obligations. When demand is strong, availability of our partners’ capacity may be constrained or not available, and with certain exceptions our vendors are not obligated to perform services or supply products to us for any specific period, in any specific quantities, or at any specific price, except as may be provided in a particular purchase order. We place our orders on the basis of our customers’ purchase orders or our forecast of customer demand, and most of our manufacturing partners can allocate capacity to the production of other companies’ products and reduce deliveries to us on short notice. It is possible that their customers that are larger and better financed than we are or that have long-term agreements with our main foundries may induce them to reallocate capacity to those customers. Most of our manufacturing partners may reallocate capacity to their customers offering them a better margin or rate of return than provided by us. This reallocation could impair our ability to secure the supply of components that we need. Moreover, if any of our third-party manufacturing partners or other suppliers are unable to secure the necessary raw materials from their suppliers, lose benefits under material agreements, experience power outages or labor shortages, or lack sufficient capacity to manufacture our products, encounter financial difficulties or suffer any other disruption or reduction in efficiency, we may encounter supply delays or disruptions, which could harm our business or results of operations.
There are a very limited number of foundries and consolidation of the foundries that provide services to us or to the semiconductor industry due to bankruptcy or through business combinations, including mergers, asset acquisitions and strategic partnerships may adversely impact us. A foundry, supplier or other manufacturing partner could become unavailable to us if it is acquired by a competitor or a large company that may change the scope of the offerings. Or a foundry may not be suitable for us if it does not invest in, or have the ability to manufacture, advanced technologies. In particular, as we and others in our industry transition to smaller geometries, our manufacturing partners may be supply constrained or may charge premiums for these advanced technologies, which may harm our business or results of operations. See also, “We may experience increased actual and opportunity costs as a result of our transition to smaller geometry process technologies.” In addition, a foundry or supplier may become unavailable to us as a result of economic or political instability. Any disruption to our manufacturing partners could result in a material decline in our revenue, net income and cash flow.
We have in the past including in the first few quarters of fiscal 2023, and may in the future, experience a number of industry-wide supply constraints affecting the type of high complexity products we provide for data infrastructure. These supply constraints have impacted, and in the future may impact, the kitting process for our products. These supply challenges have in the past, and may in the future, limit our ability to fully satisfy demand for some of our products.
While we attempt to create multiple sources for our products, most of our products are not manufactured at more than one foundry at any given time, and our products typically are designed to be manufactured in a specific process at only one of these foundries. Accordingly, if one of our foundries is unable to provide us with components as needed, it would be difficult for us to transition the manufacture of our products to other foundries, and we could experience significant delays in securing sufficient supplies of those components. Any disruption to our foundry partners could result in a material decline in our revenue, net income and cash flow. In addition, our assembly, testing and packaging partners may be single sourced and it may be difficult for us to transition to other manufacturing partners for these services.
In order to secure sufficient capacity when demand is high and to mitigate the risks described in the foregoing paragraph, we have entered into, and in the future may enter into, various arrangements with certain manufacturing partners or other suppliers that could be costly and harm our results of operations, such as nonrefundable deposits with, or loans to, such parties in exchange for capacity commitments, or contracts that commit us to purchase specified quantities of components over extended periods. We may not be able to make such arrangements in the future in a timely fashion or at all, and any arrangements may be costly, reduce our financial flexibility, and not be on terms favorable to us. Moreover, if we are able to secure capacity, we may be obligated to use all of that capacity or incur penalties. These penalties may be expensive and could harm our financial results.
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During the first few quarters of fiscal 2023, supply shortages in the semiconductor industry of multi-layer complex substrates, IC packaging capacity, and specific wafer process node constraints resulted in increased lead times, inability to meet demand, and increased costs. Because of the geographic concentration of some of these suppliers, we are exposed to the risk that their operations may be disrupted by regional events including droughts, earthquakes (particularly in Taiwan and elsewhere in the Pacific Rim close to fault lines), tsunamis or typhoons, severe storms, power outages, or by actual or threatened public health emergencies such as the COVID-19 pandemic, or by political, social or economic instability. In addition, while the Russian invasion of Ukraine has not had a direct material impact on us due to our limited sales to Russia and Ukraine, we are unable to predict the indirect impact this conflict will have on us due to impacts on the supply chain, global and domestic economies, interest rates and stock markets. Moreover, while Israel’s declaration of war on Hamas, a U.S. designated Foreign Terrorist Organization, and current armed conflict in Israel and the Gaza Strip is not expected to have a material impact on us, we are unable to predict the full impact this conflict will have on us or our operations in Israel due to impacts on the supply chain, global and domestic economies, interest rates and stock markets.
Uncertain Yields and Quality
The fabrication of our products is a complex and technically demanding process. Our manufacturing partners have from time to time experienced manufacturing defects and lower manufacturing yields, which are difficult to detect at an early stage of the manufacturing process and may be time consuming and expensive to correct. Changes in manufacturing processes or the inadvertent use of defective or contaminated materials by our foundries could result in lower than anticipated manufacturing yields or unacceptable performance. In addition, we may face lower manufacturing yields and reduced quality in the process of ramping up and diversifying our manufacturing partners. Poor yields from our manufacturing partners, or defects, integration issues or other performance problems with our products could cause us significant customer relations and business reputation problems, harm our financial performance and result in financial or other damages to our customers. Our customers could also seek damages in connection with product liability claims, which would likely be time consuming and costly to defend. In addition, defects could result in other significant costs. See also, “Costs related to defective products could have a material adverse effect on us.”
Because we rely on outside manufacturing partners, we have a reduced ability to directly control product delivery schedules and quality assurance, which has in the past and may in the future result in product shortages or quality assurance problems that delay shipments or increase costs.
Commodity Prices
We are also subject to risk from increasing or fluctuating market prices of certain commodity raw materials, including gold and copper, which are incorporated into our end products or used by our suppliers to manufacture our end products. Supplies for such commodities have from time to time become restricted, or general market factors and conditions have in the past affected and may in the future affect pricing of such commodities (such as inflation or supply chain constraints).
We may experience increased actual and opportunity costs as a result of our transition to smaller geometry process technologies.
In order to remain competitive, we have transitioned, and expect to continue to transition, our semiconductor products to increasingly smaller line width geometries. We periodically evaluate the benefits, on a product-by-product basis, of migrating to smaller geometry process technologies. We also evaluate the costs of migrating to smaller geometry process technologies including both actual costs such as increased mask costs and wafer costs and increased costs related to EDA (electronic design automation) tools and the opportunity costs related to the technologies we choose to forego. These transitions are imperative for us to be competitive with the rest of the industry and to target some of our product development in high growth areas to these advanced nodes, which has resulted in significant initial design and development costs.
We have been, and may continue to be, dependent on our relationships with our manufacturing partners to transition to smaller geometry processes successfully. We cannot ensure that the partners we use will be able to effectively manage any future transitions. In addition, there are a very limited number of foundries capable of producing advanced technologies, and identifying and implementing alternative manufacturing facilities would be time consuming. If we or any of our partners experience significant delays in a future transition or fail to efficiently implement a transition, we could experience reduced manufacturing yields, delays in product deliveries and increased expenses, all of which could harm our relationships with our customers and our results of operations.
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As smaller geometry processes become more prevalent, we expect to continue to integrate greater levels of functionality, as well as customer and third-party intellectual property, into our products. However, we may not be able to achieve higher levels of design integration or deliver new integrated products on a timely basis, if at all. Moreover, even if we are able to achieve higher levels of design integration, such integration may have a short-term adverse impact on our results of operations, as we may reduce our revenue by integrating the functionality of multiple chips into a single chip.
We rely on our customers to design our products into their systems, and the nature of the design process requires us to incur expenses prior to customer commitments to use our products or recognizing revenues associated with those expenses which may adversely affect our financial results.
One of our primary focuses is on winning competitive bid selection processes, known as “design wins,” to develop products for use in our customers’ products. We devote significant time and resources in working with our customers’ system designers to understand their future needs and to provide products that we believe will meet those needs and these bid selection processes can be lengthy. If a customer’s system designer initially chooses a competitor’s product, it becomes significantly more difficult for us to sell our products for use in that system because changing suppliers can involve significant cost, time, effort and risk for our customers. Thus, our failure to win a competitive bid can result in our foregoing revenues from a given customer’s product line for the life of that product. In addition, design opportunities may be infrequent or delayed. Our ability to compete in the future will depend, in large part, on our ability to design products to ensure compliance with our customers’ and potential customers’ specifications. We expect to invest significant time and resources and to incur significant expenses to design our products to ensure compliance with relevant specifications.
We often incur significant expenditures in the development of a new product without any assurance that our customers’ system designers will select our product for use in their applications. We often are required to anticipate which product designs will generate demand in advance of our customers expressly indicating a need for that particular design. Even if our customers’ system designers select our products, a substantial period of time will elapse before we generate revenues related to the significant expenses we have incurred.
The reasons for this delay generally include the following elements of our product sales and development cycle timeline and related influences:
•our customers usually require a comprehensive technical evaluation of our products before they incorporate them into their designs;
•it can take from six months to three years from the time our products are selected to commence commercial shipments; and
•our customers may experience changed market conditions or product development issues.
The resources devoted to product development and sales and marketing may not generate material revenue for us, and from time to time, we may need to write off excess and obsolete inventory if we have produced product in anticipation of expected demand. We may spend resources on the development of products that our customers may not adopt. If we incur significant expenses and investments in inventory in the future that we are not able to recover, and we are not able to compensate for those expenses, our operating results could be adversely affected. In addition, if we sell our products at reduced prices in anticipation of cost reductions but still hold higher cost products in inventory, our operating results would be harmed.
Additionally, even if system designers use our products in their systems, we cannot assure you that these systems will be commercially successful or that we will receive significant revenue from the sales of our products for those systems. As a result, we may be unable to accurately forecast the volume and timing of our orders and revenues associated with any new product introductions.
We have in the past, and may continue to, make custom or semi-custom products on an exclusive basis for some of our customers for a negotiated period of time. The percentage of our sales related to custom or semi-custom products has been increasing over the last few years. Any revenue from sales of our custom or semi-custom products is directly related to sales of the third-party customer’s products and reflective of their success in the market. We have no control over the marketing efforts of these third-party customers and cannot make any assurances that sales of their products will be successful in current or future years. The demand for our custom products also depends on how well they perform in the customer’s intended application. Even if we execute according to the customer’s specifications, there is no guarantee that the customer’s design will meet their performance needs. In addition, if these customers are bought by our competitors or other third parties, they may terminate agreements related to these custom or semi-custom products or otherwise limit our access to technology necessary for the production of these products. As a result, there may be no other customers for these products due to their custom or semi-custom nature. Consequently, we may not fully realize our expectations for custom or semi-custom product revenue and our operating results may be adversely affected.
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Additionally, failure of our customers to agree to pay for NRE costs or 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, can harm our financial results.
If we are unable to develop and introduce new and enhanced products that achieve market acceptance in a timely and cost-effective manner, our results of operations and competitive position will be harmed.
Our future success will depend on our ability to develop and introduce new products and enhancements to our existing products that address customer requirements, in a timely and cost-effective manner and are competitive as to a variety of factors. For example, we must successfully identify customer requirements and design, develop and produce products on time that compete effectively as to price, functionality and performance. We sell products in markets that are characterized by rapid technological change, evolving industry standards, frequent new product introductions, and increasing demand for higher levels of integration and smaller process geometries. If we do not accurately predict which new product features or requirements our customers will want in the future and adjust our business ahead of time, we could lose market share, face unexpected costs, and accumulate excess inventory, which would negatively affect our business and results of operations. See also, “We rely on our customers to design our products into their systems, and the nature of the design process requires us to incur expenses prior to customer commitments to use our products or recognizing revenues associated with those expenses which may adversely affect our financial results.”
In addition, the development of new semiconductor solutions is highly complex and, due to a variety of factors, including supply chain cross-dependencies, dependencies on EDA and similar tools, dependencies on the use of third-party, business partner or customer intellectual property, collaboration and synchronization requirements with business partners and customers, requirements to establish new manufacturing, testing, assembly and packing processes, and other factors, we may experience delays in completing the design, development, production and introduction of our new products. Any delays could result in increased development costs, hurt our customer relationships including our ability to win new designs, resulting in lost potential future revenue, or impact our ability to allocate resources to other projects. See also, “We rely on our manufacturing partners for the manufacture, assembly, testing and packaging of our products, and the failure of any of these third-party vendors to deliver products or otherwise perform as requested or to be able to fulfill our orders could damage our relationships with our customers, decrease our sales and limit our ability to grow our business” for additional information on the impacts of supply chain cross-dependencies on our business.
Our ability to adapt to changes and to anticipate future industry standards, and the rate of adoption and acceptance of those standards, will be a significant factor in maintaining or improving our competitive position and prospects for growth. We may also have to incur substantial unanticipated costs to comply with these new standards. Our success will also depend on the ability of our customers to develop new products and enhance existing products for the markets they serve and to introduce and promote those products successfully and in a timely manner. Even if we and our customers introduce new and enhanced products to the market, those products may not achieve market acceptance.
Some of our customers require our products and our third-party manufacturing partners to undergo a lengthy and expensive qualification process which does not assure product sales. If we are unsuccessful or delayed in qualifying these products with a customer, our business and operating results would suffer.
Prior to purchasing our products, some of our customers require that both our products and our third-party manufacturing partners undergo extensive qualification processes, which involve testing of our products in the customers’ systems, as well as testing for reliability. This qualification process can take several months and qualification of a product by a customer does not assure any sales of the product to that customer. Even after successful qualification and sales of a product to a customer, a subsequent revision in our third-party manufacturing partners’ process or our selection of a new supplier may require a new qualification process with our customers, which may result in delays and in our holding excess or obsolete inventory. After our products are qualified, it can take several months or more before the customer commences volume production of components or systems that incorporate our products. Despite these uncertainties, we devote substantial resources, including design, engineering, sales, marketing and management efforts, to qualify our products with customers in anticipation of sales. If we are unsuccessful or delayed in qualifying these products with a customer, sales of the products to the customer may be precluded or delayed, which may impede our growth and cause our business to suffer.
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Costs related to defective products could have a material adverse effect on us.
We make highly complex semiconductor solutions and, accordingly, there is a risk of defects in our products. Such defects can give rise to the significant costs noted below. Moreover, since the cost of replacing defective products is often much higher than the value of the products themselves, we are subject to damage claims from customers in excess of the amounts they pay us for our products, including consequential damages. We also face exposure to potential liability resulting from the fact that our customers typically integrate the semiconductor solutions we sell into numerous consumer products, including automobiles. We are exposed to product liability claims if our semiconductor solutions or the consumer products integrated with our semiconductor solutions (such as automobiles), malfunction and lead to personal injury or death. In addition, our customers may issue recalls on their products if they prove to be defective or make compensatory payments in accordance with industry or business practice or in order to maintain good customer relationships. If such recalls or payments are the result of a defect in one of our products, our customers may seek to recover all or a portion of their losses from us. Recalls of our customers’ products in certain end-markets, such as with our automotive and base station customers, may cause us to incur significant costs.
In addition, despite our testing procedures, we cannot ensure that errors will not be found in new products or releases after commencement of commercial shipments in the future. Such errors could result in:
•loss of or delay in market acceptance of our products;
•material recall and replacement costs;
•delay in revenue recognition or loss of revenue;
•writing down the inventory of defective products;
•the diversion of the attention of our engineering personnel from product development efforts;
•our having to defend against litigation related to defective products or related property damage or personal injury; and
•damage to our reputation in the industry that could adversely affect our relationships with our customers.
In addition, the process of identifying a recalled product in devices that have been widely distributed may be lengthy and require significant resources. We may have difficulty identifying the end customers of the defective products in the field, which may cause us to incur significant replacement costs, contract damage claims from our customers and further reputational harm. Any of these problems could materially and adversely affect our results of operations.
Despite our best efforts, security vulnerabilities may exist with respect to our products. Mitigation techniques designed to address such security vulnerabilities, including software and firmware updates or other preventative measures, may not operate as intended or effectively resolve such vulnerabilities. Software and firmware updates and/or other mitigation efforts may result in performance issues, system instability, data loss or corruption, unpredictable system behavior, or the theft of data by third parties, any of which could significantly harm our business and reputation. We may depend on our business partners or on other third parties, such as customers and end users, to deploy our mitigations alone or as part of their own mitigations, and they may delay, decline or modify the implementation of such mitigations. See also, “Cybersecurity risks could adversely affect our business and disrupt our operations.”
We rely on third-party distributors and manufacturers’ representatives and the failure of these distributors and manufacturers’ representatives to perform as expected could reduce our future sales.
From time to time, we enter into relationships with distributors and manufacturers’ representatives to sell our products, and we are unable to predict the extent to which these partners will be successful in marketing and selling our products. Moreover, many of our distributors and manufacturers’ representatives also market and sell competing products, and may terminate their relationships with us at any time. Our future performance will also depend, in part, on our ability to attract additional distributors or manufacturers’ representatives that will be able to market and support our products effectively, especially in markets in which we have not previously distributed our products. If we cannot retain or attract distributors or manufacturers’ representatives, or if any of our distributors or manufacturer’s representatives are unsuccessful in marketing and selling our products or terminate their relationships with us, our sales and results of operations will be harmed.
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WE OPERATE GLOBALLY AND ARE SUBJECT TO SIGNIFICANT RISKS IN MANY JURISDICTIONS
Adverse changes in the political, regulatory and economic policies of governments in connection with trade with China and Chinese customers have reduced the demand for our products and damaged our business.
Regulatory activity, such as tariffs, export controls and sanctions, economic sanctions, and related laws have in the past and may continue to materially limit our ability to make sales to customers in China, which has in the past and may continue to harm our results of operations, reputation and financial condition. Moreover, to the extent the governments of China, the United States or other countries seek to promote use of domestically produced products or to reduce the dependence upon or use of products from another (sometimes referred to as “decoupling”), they may adopt or apply regulations or policies that have the effect of reducing business opportunities for us. Such actions may take the form of specific restrictions on particular customers, products, technology areas, or business combinations. For example, in the area of investments and mergers and acquisitions, the United States announced new requirements for approval by the United States government of outbound investments; and the approval by China regulatory authorities is required for business combinations of companies that conduct business in China over specific thresholds, regardless of where those businesses are based. Restrictions may also be imposed based on whether the supplier is considered unreliable or a security risk. For example, the Chinese government adopted a law that would restrict purchases from suppliers deemed to be “unreliable suppliers”. In May 2023, the Cyberspace Administration of China banned the sale of Micron Technology, Inc.'s products to certain entities in China and stated that such products pose significant security risks to China's critical information infrastructure supply chain and national security. Then in July 2023, China announced restrictions on the export of gallium and geranium, both of which are used in the manufacture of semiconductors and on April 4, 2025, imposed export controls on specific medium and heavy rare earth materials including samarium, gadolinium, terbium, dysprosium, lutetium, scandium, and yttrium. China cited a desire to safeguard its national security and fulfill international nonproliferation obligations as reasons for these controls. Then on May 14, 2025, China lifted the recent export controls on the medium and heavy rare earth materials, however, there can be no assurance that such reversal will be permanent. In addition, China has responded, seemingly in retaliation to tariffs on imported goods, by announcing antitrust probes against certain U.S. technology companies. While we are not currently the subject of such an antitrust probe, there can be no assurance that such a probe will not be initiated in the future, which may result in substantial costs and may divert our attention and resources. While we do not expect these announced restrictions to materially impact us, any export restrictions reducing our ability to manufacture our products can adversely impact our revenues, profits and results of operations.
Concerns that semiconductors are necessary for national security, manufacturing and critical infrastructure, as well as concerns of their potential use to restrict human rights, has led to increased U.S. export restrictions impacting sales of semiconductors and semiconductor technology to China or specific customers in China. For example, the addition of certain companies to the Entity List, which places export restrictions on certain foreign persons or entities by the U.S. Department of Commerce’s Bureau of Industry and Security (the “BIS”), has dampened demand for our products. Due to the U.S. government restricting sales to certain customers in China, sales to some customers require licenses for us to export our products; however, in the past some of these licenses have been delayed or denied, and there can be no assurances that requests for future licenses will be approved by the U.S. government. In addition, certain existing export licenses to China may be revoked due to changes in U.S. government policy. In February 2022, the U.S. National Science and Technology Council published an updated list of critical and emerging technologies, which includes semiconductors, as part of an ongoing effort to identify advanced technologies that are potentially significant to U.S. national security, which could result in more stringent export controls or a greater number of our products requiring a license for export to China. In addition, the BIS released new controls on the export of advanced computing and semiconductor manufacturing items to China as well as transactions related to supercomputer end-uses in China with the aim of addressing U.S. national security and foreign policy concerns. The regulations published in October 2022 include new restrictions on U.S. persons with respect to activities that are not subject to the Export Administration Regulations (“EAR”), which differs from the agency’s historical approach of controlling items that are subject to the EAR, and the regulations published in October 2023 impose additional licensing requirements for exports to China (and certain other countries) of integrated circuits exceeding certain performance thresholds. In January 2025, the AI Diffusion Rule and the Foundry Due Diligence Rule were issued. Then in May 2025, the BIS said it intends to cancel the AI Diffusion Rule and release new rules. While we do not currently expect these new rules to materially impact us due to the fact that we were not materially impacted by the prior AI Diffusion Rule, the BIS announcement creates uncertainty about what products, technologies, or software might be covered by future rules. Export restrictions reducing our sales of products to China, have in the past and may in the future adversely impact our revenues, profits and results of operations.
The U.S. government has recently reached out to certain U.S. semiconductor companies implying that as a condition to obtaining and maintaining export licenses for certain products and technologies destined for China, they remit to the U.S. government a fee equal to fifteen percent (15%) of the gross revenue derived from such China-related sales. Historically, restrictions on sales to China were implemented by the U.S. government as national security measures that did not include revenue-sharing arrangements. If such a payment requirement were to be imposed on our China-derived revenue, it could erode our gross margins, reduce our pricing flexibility, and potentially prompt us to curtail or discontinue sales in China.
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In addition to direct impacts on our products there may be indirect impacts to our business that we cannot easily quantify such as the fact that export restrictions may also impact some of our other customers’ products that incorporate ours as a component, or that may cause customers to develop their own products or solutions instead of purchasing from us or to acquire products or solutions from our competitors or other third-party sources. Moreover, concerns that U.S. companies may not be reliable suppliers as a result of the foregoing and other actions has caused, and may in the future cause, some of our customers in China to amass large inventories of our products well in advance of need or cause some of our customers to replace our products in favor of products from other suppliers. This can adversely affect accurately assessing our current and future demand for our products and our business.
Most of our products are manufactured by third-party foundries located in Taiwan. In addition to restrictions imposed by the United States or China on exports or imports from one another, we may be adversely impacted by export restrictions, labeling requirements or other trade related issues or disputes, or political conflicts or tensions between China and Taiwan as these restrictions and requirements could impact or delay the delivery of our products to our customers in China.
We typically sell products to customers in China pursuant to purchase orders rather than long term purchase commitments. Some customers in China may be able to cancel or defer purchase orders on short notice without incurring a penalty and, therefore, they may be more likely to do so while the tariffs and trade restrictions are in effect. See also, the Risk Factor entitled “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.”
Changes to U.S. or foreign tax, trade policy, government incentives, tariff and import/export regulations may have a material adverse effect on our business, financial condition and results of operations.
Changes in U.S. or foreign international tax, social, political, regulatory and economic conditions or in laws and policies governing foreign trade, manufacturing, development and investment in the territories or countries where we currently sell our products or conduct our business have in the past and could in the future adversely affect our business. For example, while the Russian invasion of Ukraine (including related export and other business sanctions on Russia) has not had a material impact on us due to our limited sales to Russia and Ukraine, we are unable to predict the indirect impact this conflict will have on us through impacts to the supply chain, the global and domestic economies, interest rates or stock markets.
The U.S. government has in the past, and may in the future, instituted or proposed changes in trade policies that included the negotiation or termination of trade agreements, the imposition of higher tariffs on imports into the U.S., economic sanctions on individuals, corporations or countries, and other government regulations affecting trade between the U.S. and other countries where we conduct our business. For example, on May 14, 2024, the Biden administration announced new tariffs on certain goods to encourage China to eliminate unfair trade practices regarding technology transfer, intellectual property, and innovation. The Biden administration directed increases in tariffs on a significant amount of imports from China across certain strategic sectors including semiconductors. As a result, the tariff rate on certain types of semiconductors increased from 25% to 50% in 2024. In addition, the Trump administration announced new tariffs on imports from Canada, China and Mexico. These new tariffs are not expected to have a direct impact on the Company, however, any new tariffs and other changes in U.S. trade policy could trigger retaliatory actions by affected countries, and certain foreign governments have instituted or are considering imposing trade sanctions on certain U.S. goods.
On April 14, 2025, the BIS announced the initiation of investigations into the effects on U.S. national security of imports of semiconductors under Section 232 of the Trade Expansion Act of 1962. The scope of the investigation includes semiconductors, semiconductor manufacturing equipment, and their derivative products including semiconductor substrates and bare wafers, legacy chips, leading-edge chips, microelectronics, and other components. While the results of this investigation are currently unknown, the investigation may result in additional tariffs and trade restrictions, which may adversely impact our business.
In addition, the U.S. government has in the past, and may in the future, adopted policies that discourage corporations from outsourcing manufacturing and production activities to foreign jurisdictions, including through tariffs or penalties on goods manufactured outside the U.S., which required us to change the way we conduct business. Political changes and trends such as populism, protectionism, economic nationalism and sentiment toward multinational companies and resulting changes to trade, tax or other laws and policies may be disruptive to our businesses. These changes in U.S. and foreign laws and policies have the potential to adversely impact the U.S. economy or certain sectors thereof, our industry and the global demand for our products, and as a result, could have a material adverse effect on our business, financial condition and results of operations. See also, “Adverse changes in the political, regulatory and economic policies of governments in connection with trade with China and Chinese customers have reduced the demand for our products and damaged our business” and “Changes in existing taxation benefits, tax rules or tax practices may adversely affect our financial results.”
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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. Receipt of benefits under incentive agreements may depend on several factors, including but not limited to, our ability to fulfill commitments regarding employment of personnel, investment, or performance of specified activities in the applicable jurisdictions as well as changes in foreign laws. In addition, changes in our business plans, including divestitures, as well as changes to applicable laws, regulations, or government interpretations and audits could result in loss of benefits and termination of or renegotiation of an agreement. If our incentive agreement were terminated or renegotiated, or if our ultimate benefits received is less than we have recognized, results of operations and our financial position could be harmed.
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.
A substantial portion of our business is conducted outside of the United States and, as a result, we are subject to foreign business, political and economic risks. Most of our products are manufactured by our manufacturing partners outside of the United States. Most of our current qualified integrated circuit foundries are located in the same region within Taiwan. In addition, our primary assembly, testing and packaging subcontractors are located in the Pacific Rim region. For example, a substantial amount of our revenue is derived from products manufactured in Taiwan and as a result, disruptions to business in Taiwan, whether political, military, natural disasters or other events will adversely impact our business. In addition, many of our customers have operations located outside of the United States, primarily in Asia, which further exposes us to foreign risks. Sales shipped to customers with operations in Asia represented approximately 76% and 77% of our net revenue in the three months ended August 2, 2025 and August 3, 2024, respectively.
We also have substantial operations outside of the United States. We anticipate that our manufacturing, assembly, testing, packaging and sales outside of the United States will continue to account for a substantial portion of our operations and revenue in future periods.
Accordingly, we are subject to risks associated with international operations, including:
•political, social and economic instability, military hostilities including invasions, wars, terrorism, political unrest, boycotts, curtailment of trade and other business restrictions;
•volatile global economic conditions, including downturns or recessions in which some competitors may become more aggressive in their pricing practices, which would adversely impact our gross margin;
•compliance with domestic and foreign export and import regulations, including any pending changes thereto, and difficulties in obtaining and complying with domestic and foreign export, import and other governmental approvals, permits and licenses;
•local laws and practices that favor local companies, including business practices that are prohibited by the U.S. Foreign Corrupt Practices Act and other anti-corruption laws and regulations;
•difficulties in staffing, managing or closing foreign operations;
•natural disasters or other events, including droughts or other water shortages, earthquakes, fires, tsunamis and floods, or power outages;
•trade restrictions, higher tariffs, worsening trade relationship between the United States and China (or other countries), or changes in cross border taxation, particularly in light of the tariffs imposed by the U.S. government;
•transportation delays such as the blockage of the Suez Canal affecting the flow of trade out of Asia, port closures and similar logistical issues;
•difficulties in obtaining, managing or terminating foreign distributors;
•less effective protection of intellectual property than is afforded to us in the United States or other developed countries;
•inadequate local infrastructure;
•actual or threatened public health emergencies such as the COVID-19 pandemic on our operations, employees, customers and suppliers; and
•exposure to local banking, currency control and other financial-related risks.
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For example, we are subject to risks related to Israel’s declaration of war on Hamas, a U.S. designated Foreign Terrorist Organization and the current armed conflict in Israel and the Gaza Strip. We have employees in Israel. These employees may be impacted by: (1) disruptions to operations and business continuity, including physical damage or impaired access to company facilities, offices or technology, and disruptions in access to electricity, gasoline or water, and (2) workforce disruptions, including the mobilization of employees who are members of the Israeli military reserves to active duty, disrupted communication with employees in the conflict zone and restrictions on movement in areas subject to armed conflict. While these disruptions are not currently expected to have a material impact on us, at this time we are unable to predict the full impact this conflict will have on us and our employees in the future.
As a result of having global operations, the sudden disruption of the supply chain and/or disruption of the manufacture of our customer’s products caused by events outside of our control has in the past and may in the future impact our results of operations by impairing our ability to timely and efficiently deliver our products. See also, “We rely on our manufacturing partners for the manufacture, assembly, testing and packaging of our products, and the failure of any of these third-party vendors to deliver products or otherwise perform as requested or to be able to fulfill our orders could damage our relationships with our customers, decrease our sales and limit our ability to grow our business.”
Moreover, the international nature of our business subjects us to risk associated with the fluctuation of the U.S. dollar versus foreign currencies. Decreases in the value of the U.S. dollar versus currencies in jurisdictions where we have large fixed costs, or where our third-party manufacturing partners have significant costs, will increase the cost of such operations which could harm our results of operations. In addition, an appreciation of the U.S. dollar relative to the local currency could reduce sales of our products.
WE ARE SUBJECT TO RISKS ASSOCIATED WITH THE RAPID GROWTH OF THE COMPANY AND WITH OUR STRATEGIC TRANSACTIONS
Recent, current and potential future acquisitions, strategic investments, divestitures, mergers or joint ventures may subject us to significant risks, any of which could harm our business.
Our long-term strategy has included in the past, and may continue to include in the future, identifying and acquiring, investing in or merging with suitable companies, or divesting certain business lines, assets or activities. In particular, over time, we may acquire, make investments in, or merge with providers of product offerings that complement our business or may terminate or dispose of business lines, assets or activities if they are no longer in alignment with our operational strategy and priorities. For example, on April 7, 2025, the Company entered into a definitive agreement to sell its automotive ethernet business to Infineon Technologies AG for $2.5 billion in an all-cash transaction, which transaction was subsequently completed on August 14, 2025. This strategy, and our willingness to use cash to pay for acquisitions, may be adversely impacted by high or increasing interest rates.
Mergers, acquisitions and divestitures include a number of risks and present financial, managerial and operational challenges. Given that our resources are limited, any decision to pursue a transaction has opportunity costs; accordingly, if we pursue a particular transaction, we may need to forgo the prospect of entering into other transactions or making other capital allocation decisions that could help us achieve our strategic objectives.
Any acquired business, technology, service or product could significantly underperform relative to our expectations. Our acquisitions may not further our business strategy as we expected, we may not integrate an acquired company or technology as successfully as we expected, we may impose our business practices that adversely impact the acquired business or we may overpay for, or otherwise not realize the expected return on our investments, each or all of which could adversely affect our business or operating results and potentially cause impairment to assets that we recorded as a part of an acquisition including intangible assets and goodwill. In addition, the use of our stock to finance an acquisition, will result in an increase in the number of outstanding shares and will reduce the ownership percentage of each of our outstanding stockholders.
When we decide to sell assets or a business, we may have difficulty selling on acceptable terms in a timely manner or at all. These circumstances could delay the achievement of our strategic objectives or cause us to incur additional expense, or we may sell a business or other assets at a price or on terms that are less favorable than we had anticipated, resulting in a loss on the transaction.
If we do enter into agreements with respect to acquisitions, divestitures, or other transactions, these transactions, or parts of these transactions, may fail to be completed due to factors such as: failure to obtain regulatory or other approvals; disputes or litigation; or difficulties obtaining financing for the transaction. In addition, such transactions are increasingly being subjected to regulatory review and other burdens, which could delay the closing of any transaction and greatly increase the costs related to such transaction. For example, in October 2024, the U.S. Federal Trade Commission announced new HSR rules that greatly expand disclosure requirements and require significantly more time to prepare filings.
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If we fail to complete a transaction, we may nonetheless have incurred significant expenses in connection with such transaction. Failure to complete a pending transaction may result in negative publicity and a negative perception of us among the investment community.
In addition, we used a significant portion of our cash and incurred substantial indebtedness in connection with the financing of our acquisition of Inphi, which was completed in fiscal 2022. Our use of cash to fund our acquisitions has reduced our liquidity and may (i) limit our flexibility in responding to other business opportunities and (ii) increase our vulnerability to adverse economic and industry conditions. Furthermore, the financing agreements in connection with our outstanding indebtedness contain negative covenants, limitations on indebtedness, liens, sale and leaseback transactions and mergers and other fundamental changes. Our ability to comply with these negative covenants can be affected by events beyond our control. See also, “We are subject to risks related to our debt obligations.”
For all these reasons, our pursuit of an acquisition, investment, divestiture, merger or joint venture could cause our actual results to differ materially from those anticipated.
We may not be able to scale our business quickly enough to meet our customers’ needs or in an efficient manner, which could harm our operating results.
Over the last few years, we have rapidly increased in size. As a result, we have had to, and expect in the future to continue to need to, appropriately scale our business, internal systems and organization and to continue to improve our operational, financial and management controls, reporting systems and procedures, to serve our growing customer base. Even if we are able to upgrade our systems and expand our staff, any such expansion will likely be expensive and complex, requiring management’s time and attention. We could also face inefficiencies, reduced productivity or operational failures as a result of our efforts to scale our business. Moreover, there are inherent risks associated with upgrading, improving and expanding our information technology systems. We cannot be sure that the expansion and improvements to our business operations will be fully or effectively implemented on a timely basis, if at all. Any failure of, or delay in, these efforts could negatively impact performance and financial results.
WE ARE SUBJECT TO CYBERSECURITY RISKS
Cybersecurity risks could adversely affect our business and disrupt our operations.
We depend heavily on our technology infrastructure and maintain and rely upon certain critical information systems for the effective operation of our business. We routinely collect and store sensitive data in our information systems, including intellectual property and other proprietary information about our business and that of our customers, suppliers and manufacturing and other business partners. These information technology systems are subject to damage or interruption from several potential sources, including, but not limited to, natural disasters, destructive or inadequate code, malware, power failures, cyber-attacks, nation state advanced persistent threats, vendor errors causing operational interruptions, insider threats or other events. Cyber-attacks may include phishing or other forms of social engineering attacks, exploits of code or system configurations, malicious code, such as viruses and worms, ransomware attacks, zero day vulnerabilities and undisclosed security flaws exploited by threat actors, nation-state cyber warfare attacks, supply chain and third-party cyber-attacks, denial-of-service attacks and other actions granting unauthorized access to our technology infrastructure or information systems or those of our customers, suppliers and manufacturing and other business partners. In addition, we have in the past and may in the future be the target of email phishing attacks that attempt to acquire personal information or Company assets. As AI capabilities improve and become increasingly commonplace, we may see cyberattacks leveraging AI technology. These attacks could be crafted with an AI tool to directly attack information systems with increased speed and/or efficiency compared to a human threat actor or create more effective phishing emails. In addition, a vulnerability could be introduced from the result of our or our customers and business partners incorporating the output of an AI tool, such as AI generated source code, that includes a threat.
We have implemented cybersecurity processes taking guidance from recognized cybersecurity frameworks to mitigate risks; however, we cannot guarantee that those risk mitigation measures will be effective. See Item 1C, “Cybersecurity” of our Annual Report on Form 10-K for the fiscal year ended February 1, 2025 for additional information about our cybersecurity processes.
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We have not experienced a material information security breach in the last three years, and as a result, we have not incurred any net expenses from such a breach. We have not been penalized or paid any amount under an information security breach settlement over the last three years. Further, we annually assess our insurance policy and have determined not to purchase cyber related insurance. Cyber-attacks have become increasingly more prevalent and much harder to detect, defend against or prevent. The risk of state-sponsored or geopolitical-related cybersecurity incidents has also increased recently due to geopolitical tensions or incidents, such as the Russian invasion of Ukraine and the armed conflict in Israel and the Gaza Strip. While we have historically been successful in defending against the cyber-attacks and breaches mentioned above, given the frequency of cyber-attacks and resulting breaches reported by other businesses and governments, it is likely we will experience one or more material breaches of some extent in the future. We have incurred and may in the future incur significant costs to implement, maintain and/or update security systems we believe are necessary to protect our information systems, or we may miscalculate the level of investment necessary to protect our systems adequately. Since the techniques used to obtain unauthorized access or to sabotage systems change frequently and are often not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventive measures.
Our business also requires us to work with and in some cases to share confidential information with manufacturing partners, suppliers, customers and other third parties. Although we take steps to secure our confidential information that is provided to third parties, such measures may not always be effective. Data breaches, losses or other unauthorized access to or releases of confidential information have in the past occurred with these third parties and material data breaches, losses or other unauthorized access to, or releases of, our confidential information may in the future occur in connection with third-party breaches that could materially adversely affect our reputation, financial condition and operating results and could result in liability or penalties under data privacy laws. In addition, we may be subject to losses of access to all or part our systems because of our use of third-party services or software, which losses may not always be the result of malicious activity, and we cannot guarantee that any such future outages will not materially impact the Company.
To the extent that any system failure, accident or security breach results in material disruptions or interruptions to our operations, or those of our customers, suppliers and manufacturing and other business partners, or the theft, loss or disclosure of, or damage to our data or confidential information, including our intellectual property, our reputation, business, results of operations and/or financial condition could be materially adversely affected.
WE ARE SUBJECT TO RISKS RELATED TO OUR DEBT OBLIGATIONS
Our indebtedness could adversely affect our financial condition and our ability to raise additional capital to fund our operations and limit our ability to react to changes in the economy or our industry.
As of August 2, 2025, we had a total of $4.5 billion debt outstanding, which consisted of senior notes outstanding. $557.8 million outstanding under our 2026 Term Loan was repaid in full and the loan was terminated in June 2025. $200.0 million outstanding under our 2023 Revolving Credit Facility was repaid (which 2023 Revolving Credit Facility was amended and restated in June 2025 (the “2025 Revolving Credit Facility” or the “2025 Credit Agreement”)). The 2025 Revolving Credit Facility increases our borrowing capacity from $1.0 billion to $1.5 billion. As of August 2, 2025, the 2025 Revolving Credit Facility was undrawn.
Our indebtedness could have important consequences to us including:
•increasing our vulnerability to adverse general economic and industry conditions;
•requiring us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, research and development efforts, execution of our business strategy, acquisitions and other general corporate purposes;
•limiting our flexibility in planning for, or reacting to, changes in the economy and the semiconductor industry;
•placing us at a competitive disadvantage compared to our competitors with less indebtedness;
•exposing us to interest rate risk to the extent of our variable rate indebtedness, particularly in the current environment of high or rising interest rates; and
•making it more difficult to borrow additional funds in the future to fund growth, acquisitions, working capital, capital expenditures and other purposes.
Although the 2025 Credit Agreement contains restrictions on our ability to incur additional indebtedness and the indentures governing the Notes (together, the “Notes Indentures”) contain restrictions on creating liens and entering into certain sale-leaseback transactions, these restrictions are subject to a number of qualifications and exceptions, and the additional indebtedness, liens or sale-leaseback transactions incurred in compliance with these restrictions could be substantial.
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The 2025 Credit Agreement, the Notes Indentures and the indenture governing the MTI Senior Notes contain customary events of default upon the occurrence of which, after any applicable grace period, the lenders would have the ability to immediately declare the loans due and payable in whole or in part. In such event, we may not have sufficient available cash to repay such debt at the time it becomes due, or be able to refinance such debt on acceptable terms or at all. Any of the foregoing could materially and adversely affect our financial condition and results of operations.
The 2025 Credit Agreements and the Notes Indentures impose restrictions on our business.
The 2025 Credit Agreements and the Notes Indentures each contains a number of covenants imposing restrictions on our business. These restrictions may affect our ability to operate our business and may limit our ability to take advantage of potential business opportunities as they arise. The restrictions, among other things, restrict our ability and our subsidiaries’ ability to create or incur certain liens, incur or guarantee additional indebtedness, merge or consolidate with other companies, pay dividends, transfer or sell assets and make restricted payments. These restrictions are subject to a number of limitations and exceptions set forth in the 2025 Credit Agreement and the Notes Indentures. Our ability to meet the leverage ratio set forth in the 2025 Credit Agreement may be affected by events beyond our control.
The foregoing restrictions could limit our ability to plan for, or react to, changes in market conditions or our capital needs. We do not know whether we will be granted waivers under, or amendments to, our 2025 Credit Agreement or to the Notes Indentures if for any reason we are unable to meet these requirements, or whether we will be able to refinance our indebtedness on terms acceptable to us, or at all.
We may be unable to generate the cash flow to service our debt obligations.
We may not be able to generate sufficient cash flow to enable us to service our indebtedness, including the Notes, or to make anticipated capital expenditures. Our ability to pay our expenses and satisfy our debt obligations, refinance our debt obligations and fund planned capital expenditures will depend on our future performance, which will be affected by general economic, financial, competitive, legislative, regulatory and other factors beyond our control. If we are unable to generate sufficient cash flow from operations or to borrow sufficient funds in the future to service our debt, we may be required to sell assets, reduce capital expenditures, refinance all or a portion of our existing debt (including the Notes) or obtain additional financing. In addition, if our credit ratings are downgraded, the cost of current or future borrowings under our 2025 Credit Agreement may rise and our ability to obtain additional financing or refinance our existing debt may be negatively affected. We cannot assure you that we will be able to refinance our debt, sell assets or borrow more money on terms acceptable to us, if at all. If we cannot make scheduled payments on our debt, we will be in default and holders of our debt could declare all outstanding principal and interest to be due and payable, and we could be forced into bankruptcy or liquidation. In addition, a material default on our indebtedness could suspend our eligibility to register securities using certain registration statement forms under SEC guidelines that permit incorporation by reference of substantial information regarding us, potentially hindering our ability to raise capital through the issuance of our securities and increasing our costs of registration.
We may, under certain circumstances, be required to repurchase the Notes at the option of the holder.
We will be required to repurchase the Notes at the option of each holder upon the occurrence of a change of control repurchase event as defined in the Notes Indentures. However, we may not have sufficient funds to repurchase the Notes in cash at the time of any change of control repurchase event. Our failure to repurchase the Notes upon a change of control repurchase event would be an event of default under the Notes Indentures and could cause a cross-default or acceleration under the 2025 Credit Agreement and certain future agreements governing our other indebtedness. The repayment obligations under the Notes may have the effect of discouraging, delaying or preventing a takeover of our company. If we were required to repurchase the Notes prior to their scheduled maturity, it could have a significant negative impact on our cash and liquidity and could impact our ability to invest financial resources in other strategic initiatives.
CHANGES IN OUR EFFECTIVE TAX RATE MAY REDUCE OUR NET INCOME
Changes in existing taxation benefits, tax rules or tax practices may adversely affect our financial results.
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. As such, the income from all of our foreign subsidiaries continues to be subject to the U.S. tax provisions applicable to Global Intangible Low Taxed Income (“GILTI”) regime (which has been recharacterized as the Net Controlled Foreign Corporation (“CFC”) Tested Income regime, beginning in fiscal 2027). Our tax provision for the August 2, 2025 period includes the estimated impact of the 2025 Tax Act. This legislation could significantly affect our future financial results, including our earnings and cash flows.
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President Biden signed into law the Inflation Reduction Act of 2022 (the “IRA”) on August 16, 2022 and the CHIPS and Science Act of 2022 on August 9, 2022. These laws implement new tax provisions and provide for various incentives and tax credits. The IRA applies to tax years beginning after December 31, 2022 and introduced a 15% alternative minimum tax for corporations whose average annual adjusted financial statement income for any consecutive three-tax-year period preceding the tax year exceeds $1 billion and a 1% excise tax on certain stock repurchases made by publicly traded U.S. corporations after December 31, 2022. While we are not currently subject to significant taxes under the IRA, if in the future, we become subject to these taxes it could significantly affect our financial results, including our earnings and cash flows.
The Organization for Economic Cooperation and Development (the “OECD”) has been working on a Base Erosion and Profit Shifting Project, and since 2015 has been issuing guidelines and proposals with respect to various aspects of the existing framework under which our tax obligations are determined in countries in which we do business. Many countries have implemented legislation and other guidance to align their international rules with the OECD’s legal framework, including enacting a minimum tax rate of at least 15% as part of the OECD’s “Pillar Two” initiative. 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. We will continue to monitor countries’ laws with respect to the OECD model rules and the Pillar Two global minimum tax. 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 calculate our income taxes based on currently enacted laws. Because of increasing focus by government taxing authorities on multinational companies, the tax laws of certain countries in which we do business could change on a prospective or retroactive basis, and any such changes could increase our liabilities for taxes, interest and penalties, and could significantly adversely affect our financial results, including our earnings and cash flows.
In prior years, we entered into incentive agreements in certain foreign jurisdictions that provide for reduced income tax rates in such jurisdictions if certain criteria are met. 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. Receipt of past and future benefits under tax agreements and incentives may depend on several factors, including but not limited to, our ability to fulfill commitments regarding employment of personnel, investment, or performance of specified activities in the applicable jurisdictions as well as changes in foreign laws, including changes related to minimum tax rates under Pillar Two, which could significantly reduce the future income tax benefits associated with our incentives. In addition, changes in our business plans, including divestitures, as well as changes to tax laws, including changes related to Pillar Two, could result in termination of or renegotiation of an agreement or loss of tax benefits thereunder. If any of our tax agreements in any of these foreign jurisdictions were terminated or renegotiated, our results of operations and our financial position could be harmed.
In prior periods, we transferred certain intellectual property to a related entity in Singapore. The impact to us was based on our determination of the fair value of this property, which required management to make significant estimates and to apply complex tax regulations in multiple jurisdictions. In future periods, local tax authorities may challenge our valuations of these assets, which could reduce our expected tax benefits from these transactions.
Our profitability and effective tax rate could be impacted by unexpected changes to our statutory income tax rates or income tax liabilities. Such changes could result from various items, including changes in tax laws or regulations, changes to court or administrative interpretations of tax laws, changes to our geographic mix of earnings, changes in the valuation of our deferred tax assets and liabilities, changes in valuation allowances on our deferred tax assets, discrete items, changes in our supply chain, and changes due to audit assessments. In particular, the tax benefits associated with our transfer of intellectual property to Singapore are sensitive to our future profitability and taxable income in Singapore, audit assessments, and changes in applicable tax law. Our current corporate effective tax rate fluctuates significantly from period to period, and is based on the application of currently applicable income tax laws, regulations and treaties, as well as current judicial and administrative interpretations of these income tax laws, regulations and treaties, in various jurisdictions.
WE ARE SUBJECT TO RISKS RELATED TO OUR ASSETS
We are exposed to potential impairment charges on certain assets.
We had approximately $11.1 billion of goodwill and $2.2 billion of acquired intangible assets on our unaudited condensed consolidated balance sheets as of August 2, 2025. Under generally accepted accounting principles in the United States, we are required to review our intangible assets including goodwill for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable.
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We perform an assessment of goodwill for impairment annually on the last business day of our fiscal fourth quarter and whenever events or changes in circumstances indicate the carrying amount of goodwill may not be recoverable. When testing goodwill for impairment, we first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value or we may determine to proceed directly to the quantitative impairment test. Factors we consider important in the qualitative assessment which could trigger a goodwill impairment review include: significant underperformance relative to historical or projected future operating results; significant changes in the manner of our use of the acquired assets or the strategy for our overall business; significant negative industry or economic trends; a significant decline in our stock price for a sustained period; and a significant change in our market capitalization relative to our net book value.
We assess the impairment of intangible assets whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Circumstances which could trigger a review include, but are not limited to the following: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed of significantly before the end of its estimated useful life. For example, if the operations of any businesses that we have acquired declines significantly, we could incur significant intangible asset impairment charges.
For example, a restructuring plan was initiated during the third quarter of fiscal 2025 to increase research and development investment in the data center end market and reduce the investment in new product development in other end markets including the cancellation of certain future product releases. As a result, we were required to assess the recoverability of related long-lived assets. On completion of the assessment, the Company determined the carrying values of certain long-lived assets were not recoverable. We utilized a discounted cash flow method of valuation to determine the fair value of the associated assets and liabilities compared to their carrying values, which resulted in recognition of asset impairment charges for acquired intangible assets, purchased technology licenses, and property and equipment. We recognized $711.8 million of restructuring related charges during fiscal 2025. See “Note 7 – Restructuring” in the Notes to Unaudited Condensed Consolidated Financial Statements for further information.
We have determined that our business operates as a single operating segment and has a single reporting unit for the purpose of goodwill impairment testing. The fair value of the reporting unit is determined by taking our market capitalization as determined through quoted market prices and as adjusted for a control premium and other relevant factors. If our fair value declines to below our carrying value, we could incur significant goodwill impairment charges, which could negatively impact our financial results. If in the future a change in our organizational structure results in more than one reporting unit, we will be required to allocate our goodwill and perform an assessment of goodwill for impairment in each reporting unit. As a result, we could have an impairment of goodwill in one or more of such future reporting units.
In addition, from time to time, we have made investments in private companies. If the companies that we invest in are unable to execute their plans and succeed in their respective markets, we may not benefit from such investments, and we could potentially lose the amounts we invest. We evaluate our investment portfolio on a regular basis to determine if impairments have occurred. Impairment charges could have a significant effect on our results of operations in any period.
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We are subject to the risks of owning real property.
Our building in Santa Clara, California subjects us to the risks of owning real property, which include, but are not limited to:
•the possibility of environmental contamination and the costs associated with remediating any environmental problems;
•adverse changes in the value of these properties due to economic conditions, the movement by many companies to a full time work from home or a hybrid work environment, interest rate changes, changes in the neighborhood in which the property is located, or other factors;
•the possible need for structural improvements in order to comply with zoning, seismic and other legal or regulatory requirements;
•the potential disruption of our business and operations arising from or connected with a relocation due to moving or to renovating the facility;
•increased cash commitments for improvements to the buildings or the property, or both;
•increased operating expenses for the buildings or the property, or both;
•possible disputes with third parties related to the buildings or the property, or both;
•failure to achieve expected cost savings due to extended non-occupancy of a vacated property intended to be leased; and
•the risk of financial loss in excess of amounts covered by insurance, or uninsured risks, such as the loss caused by damage to the buildings as a result of earthquakes, floods and/or other natural disasters.
WE ARE SUBJECT TO IP RISKS AND RISKS ASSOCIATED WITH LITIGATION AND REGULATORY PROCEEDINGS
We may be unable to protect our intellectual property, which would negatively affect our ability to compete.
We believe one of our key competitive advantages results from the collection of proprietary technologies we have developed and acquired since our inception, and the protection of our intellectual property rights is, and will continue to be, important to the success of our business. If we fail to protect these intellectual property rights, competitors could sell products based on technology that we have developed, which could harm our competitive position and decrease our revenue.
We rely on a combination of patents, copyrights, trademarks, trade secrets, contractual provisions, confidentiality agreements, licenses and other methods, to protect our proprietary technologies. We also enter into confidentiality or license agreements with our employees, consultants, manufacturing or other business partners, and control access to and distribution of our documentation and other proprietary information. Notwithstanding these agreements, we have experienced disputes with employees regarding ownership of intellectual property in the past. To the extent that any third-party has a claim to ownership of any relevant technologies used in our products, we may not be able to recognize the full revenue stream from such relevant technologies. See also, “We have been named as a party to several legal proceedings and may be named in additional ones in the future, including litigation involving our patents and other intellectual property, which could subject us to liability, require us to indemnify our customers, require us to obtain or renew licenses, require us to stop selling our products or force us to redesign our products.”
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We have been issued a significant number of U.S. and foreign patents and have a significant number of pending U.S. and foreign patent applications. However, a patent may not be issued as a result of any applications or, if issued, claims allowed may not be sufficiently broad to protect our technology. In addition, it is possible that existing or future patents may be challenged, invalidated or circumvented. We may also be required to license some of our patents to others including competitors as a result of our participation in and contribution to development of industry standards. Despite our efforts, unauthorized parties may attempt to copy or otherwise obtain and use our products or proprietary technology. Monitoring unauthorized use of our technology is difficult, and the steps that we have taken may not prevent unauthorized use of our technology, particularly in jurisdictions where the laws may not protect our proprietary rights as fully as in the United States or other developed countries. If our patents do not adequately protect our technology, our competitors may be able to offer products similar to ours, which would adversely impact our business and results of operations. In addition, we have implemented security systems with the intent of maintaining the physical security of our facilities and protecting our confidential information including our intellectual property. Despite our efforts, we may be subject to breach of these security systems and controls which may result in unauthorized access to our facilities and labs and/or unauthorized use or theft of the confidential information and intellectual property we are trying to protect. See also, “Cybersecurity risks could adversely affect our business and disrupt our operations.” If we fail to protect these intellectual property rights, competitors could sell products based on technology that we have developed, which could harm our competitive position and decrease our revenue.
Certain of our software, as well as that of our customers, may be derived from so-called “open source” software that is generally made available to the public by its authors and/or other third parties. Open source software is made available under licenses that impose certain obligations on us in the event we were to distribute derivative works of the open source software. These obligations may require us to make source code for the derivative works available to the public and/or license such derivative works under a particular type of license, rather than the forms of license we customarily use to protect our intellectual property. While we believe we have complied with our obligations under the various applicable licenses for open source software, in the event that the copyright holder of any open source software were to successfully establish in court that we had not complied with the terms of a license for a particular work, we could be required to release the source code of that work to the public and/or stop distribution of that work if the license is terminated which could adversely impact our business and results of operations.
Further, governments and courts are considering new issues in intellectual property law with respect to works created by AI technology, which could result in different intellectual property rights in development processes, procedures and technologies we create with AI technology, which could have a material adverse effect on our business.
We must comply with a variety of existing and future laws and regulations, as well as sustainability initiatives, that could impose substantial costs on us and may adversely affect our business.
We are subject to laws and regulations worldwide, which may differ among jurisdictions, affecting our operations in areas including, but not limited to: intellectual property ownership and infringement; tax; import and export requirements; anti-corruption; antitrust; foreign exchange controls and cash repatriation restrictions; conflict minerals; data privacy requirements; competition; advertising; employment and human rights; product regulations; environment, health and safety requirements; securities registration laws; and consumer laws. For example, government export regulations apply to the encryption or other features contained in some of our products. If we fail to continue to receive licenses or otherwise comply with these regulations, we may be unable to manufacture the affected products at foreign foundries or ship these products to certain customers, or we may incur penalties or fines. In addition, we are subject to various industry requirements restricting the presence of certain substances in electronic products. Although our management systems are designed to maintain compliance, we cannot assure you that we have been or will be at all times in compliance with such laws and regulations. Our compliance programs rely in part on compliance by our manufacturing partners, suppliers, vendors and distributors. To the extent such third parties do not comply with these obligations our business, operations and reputation may be adversely impacted. If we violate or fail to comply with any of the above requirements, a range of consequences could result, including fines, import/export restrictions, sales limitations, criminal and civil liabilities or other sanctions. The costs of complying with these laws (including the costs of any investigations, auditing and monitoring) could adversely affect our current or future business.
Our product or manufacturing standards could also be impacted by new or revised environmental rules and regulations or other social initiatives. For example, a significant portion of our revenues come from international sales. Environmental legislation, such as the EU Directive on Restriction of Hazardous Substances (“RoHS”), the EU Waste Electrical and Electronic Equipment Directive (“WEEE Directive”) and China’s regulation on Management Methods for Controlling Pollution Caused by Electronic Information Products, may increase our cost of doing business internationally and impact our revenues from the EU, China and other countries with similar environmental legislation as we endeavor to comply with and implement these requirements.
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Increasingly regulators (including the U.S. Securities and Exchange Commission), customers, investors, employees and other stakeholders are focusing on sustainability matters. We are, and expect to continue to be, subject to various proposed, new, and evolving sustainability laws and requirements including both voluntary and mandatory disclosure requirements that may impact how we and our business partners, suppliers and customers conduct business. While we have certain sustainability initiatives at the Company, there can be no assurance that regulators, customers, investors, and employees will determine that these programs are sufficiently robust. In addition, there can be no assurance that we will be able to accomplish our announced goals related to our sustainability program, as statements regarding our sustainability goals reflect our current plans and aspirations and are not guarantees that we will be able to achieve them within the timelines we announce or at all. Actual or perceived shortcomings with respect to our sustainability initiatives, and reporting can impact our ability to hire and retain employees, increase our customer base, reelect our Board of Directors, or attract and retain certain types of investors. In addition, these parties are increasingly focused on specific disclosures and frameworks related to sustainability matters. Collecting, measuring, and reporting sustainability information and metrics can be costly, difficult and time consuming, is subject to evolving reporting standards, and can present numerous operational, reputational, financial, legal and other risks, any of which could have a material impact on us, including on our reputation and stock price. Inadequate processes to collect and review this information prior to disclosure could subject us to potential liability related to such information. In addition, several U.S. states and President Trump have enacted or proposed “anti-ESG” policies or legislation. If our sustainability practices are deemed to be in contradiction of such “anti-ESG” policies we could be subjected to government investigations or lawsuits that, could negatively impact the Company and affect the price of our common stock. In addition, social activists have recently been successful in pressuring certain public companies to eliminate or cut back on their diversity, equity and inclusion initiatives and their sustainability initiatives. To the extent we are subject to such activism, it may require us to incur costs or may otherwise adversely impact our business.
A portion of the business we acquired in fiscal 2021 requires facility security clearances under the National Industrial Security Program. The National Industrial Security Program requires that a corporation maintaining a facility security clearance be effectively insulated from foreign ownership, control or influence (“FOCI”). Because we were organized in Bermuda at the time of this acquisition, we entered into agreements with the U.S. Department of Defense with respect to FOCI mitigation arrangements that relate to our operation of the portion of the business involving facility clearances. After our domestication, we requested and have now received partial release from some of these obligations. The remaining measures and arrangements may materially and adversely affect our operating results due to the increased cost of compliance with these measures. If we fail to comply with our obligations under these agreements, our ability to operate our business may be adversely affected.
We are a party to certain contracts with the U.S. government, federal prime contractors, and federal subcontractors. Our contracts with the U.S. government or its subcontractors are subject to various procurement regulations and other requirements relating to their formation, administration and performance. These regulations and requirements include supply chain restrictions that may prohibit the sourcing of materials, supplies, or services from foreign entities including those located in or organized in China. We may be subject to audits and investigations relating to our government contracts, and any violations could result in various civil and criminal penalties and administrative sanctions, including termination of contracts, refunding or suspending of payments, forfeiture of profits, payment of fines, and suspension or debarment from future government business. In addition, such contracts may provide for termination by the government at any time, without cause. Any of these risks related to contracting with the U.S. government, federal prime contractors, and federal subcontractors could adversely impact our future sales and operating results.
New technology trends, such as AI, require us to keep pace with evolving regulations and industry standards. In the United States (including in individual states), the European Union, and China there are various current and proposed regulatory frameworks relating to the use of AI in products and services. We expect that the legal and regulatory environment relating to emerging technologies such as AI will continue to develop and could increase the cost of doing business, and create compliance risks and potential liability, all which may have a material adverse effect on our financial condition and results of operations.
We have been named as a party to several legal proceedings and may be named in additional ones in the future, including litigation involving our patents and other intellectual property, which could subject us to liability, require us to indemnify our customers, require us to obtain or renew licenses, require us to stop selling our products or force us to redesign our products.
We are currently, and have been in the past, named as a party to several lawsuits, government inquiries or investigations and other legal proceedings (collectively referred to as “litigation”), and we may be named in additional litigation in the future. Please see “Note 8 – Commitments and Contingencies” of our Notes to Unaudited Condensed Consolidated Financial Statements set forth in Part I, Item 1 of this Quarterly Report on Form 10-Q for a more detailed description of any material litigation matters in which we may be currently engaged.
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In particular, litigation involving patents and other intellectual property is widespread in the high-technology industry and is particularly prevalent in the semiconductor industry, where a number of companies and other entities aggressively bring numerous infringement claims to assert their patent portfolios. The amount of damages alleged in intellectual property infringement claims can often be very significant. See also, “We may be unable to protect our intellectual property, which would negatively affect our ability to compete.”
From time to time, we receive and our customers receive, and we and our customers may continue to receive in the future, standards-based or other types of infringement claims, as well as claims against us and our proprietary technologies. These claims could result in litigation and/or claims for indemnification, which, in turn, could subject us to significant liability for damages, attorneys’ fees and costs. Any potential intellectual property litigation also could force us to do one or more of the following:
•stop selling, offering for sale, making, having made or exporting products or using technology that contains the allegedly infringing intellectual property;
•limit or restrict the type of work that employees involved in such litigation may perform for us;
•pay substantial damages and/or license fees and/or royalties to the party claiming infringement or other license violations that could adversely impact our liquidity or operating results;
•attempt to obtain or renew licenses to the relevant intellectual property, which licenses may not be available on reasonable terms or at all; and
•attempt to redesign those products that contain the allegedly infringing intellectual property.
Under certain circumstances, we have contractual and other legal obligations to indemnify and to incur legal expenses for current and former directors and officers. See also, “Our indemnification obligations and limitations of our director and officer liability insurance may have a material adverse effect on our financial condition, results of operations and cash flows.” Additionally, from time to time, we have agreed to indemnify select customers for claims alleging infringement of third-party intellectual property rights, including, but not limited to, patents, registered trademarks and/or copyrights. If we are required to make a significant payment under any of our indemnification obligations, our results of operations may be harmed.
The ultimate outcome of litigation could have a material adverse effect on our business and the trading price for our securities. Litigation may be time consuming, expensive, and disruptive to normal business operations, and the outcome of litigation is difficult to predict. Litigation, regardless of the outcome, may result in significant expenditures, diversion of our management’s time and attention from the operation of our business and damage to our reputation or relationships with third parties, which could materially and adversely affect our business, financial condition, results of operations, cash flows and stock price.
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GENERAL RISK FACTORS
We depend on highly skilled personnel to support our business operations. If we are unable to retain and motivate our current personnel or attract additional qualified personnel, our ability to develop and successfully market our products could be harmed.
We believe our future success will depend in large part upon our ability to attract and retain highly skilled, engineering, managerial, sales and marketing personnel. We typically do not enter into employment agreements with any of our key personnel and the loss of such personnel could harm our business, as their knowledge of our business and industry would be extremely difficult to replace. The competition for qualified personnel with significant experience in the management, design, development, manufacturing, marketing and sales of semiconductor solutions has been intense over the last few years, both in the Silicon Valley and in global markets in which we operate. Our inability to attract and retain qualified personnel, including executive officers, hardware and software engineers and sales and marketing personnel, could delay the development and introduction of, impact our ability to fulfill commitments to customers for, and harm our ability to sell, our products. In addition, if we are unable to fulfill our customer commitments in a timely manner, we may also lose future business relationships or otherwise experience negative consequences. Despite recent layoffs in the technology sector, competitors for talent increasingly seek to hire our employees and executive officers (for example, our former President, Products and Technologies was hired by another semiconductor company in fiscal 2026), and the increased availability of work-from-home arrangements has both intensified and expanded competition. As a result, during the last few years, we have increased our efforts to recruit and retain talent. These efforts have increased our expenses, resulted in a higher volume of equity issuances, and may not be successful in attracting, retaining, and motivating the workforce necessary to deliver on our strategy. We believe equity compensation is a valuable component of our compensation program which helps us to attract, retain, and motivate employees and as a result we issue stock-based awards, such as restricted stock unit awards, to a significant portion of our employees. A significant change in our stock price or lower stock price performance relative to competitors, may reduce the retention value of our stock-based awards. Our employee hiring and retention also depends on our ability to build and maintain a diverse and inclusive workplace culture and be viewed as an employer of choice. To the extent our compensation programs and workplace culture are not viewed as competitive, our ability to attract, retain, and motivate employees may be weakened, which could harm our results of operations.
Changes to U.S. immigration and export policies that restrict our ability to attract and retain technical personnel may negatively affect our research and development efforts. In addition, changes in employment-related laws applicable to our workforce practices may also result in increased expenses and less flexibility in how we meet our changing workforce needs.
In addition, as a result of our past and any future acquisitions and related integration activities, our current and prospective employees may experience uncertainty about their futures that may impair our ability to retain, recruit or motivate key management, engineering, technical and other personnel.
We previously adopted a hybrid work policy for our employees, but more recently adopted a policy requiring employees to return to working full time in the office as of June 2, 2025. Many companies, including companies that we compete with for talent, have adopted plans to adopt full time remote work arrangements or hybrid work arrangements more flexible than ours, which may impact our ability to attract and retain qualified personnel if potential or current employees prefer these policies. In addition, as a result of our current hybrid and future full time in the office work environments, we expect to face challenges in retention of personnel who prefer work from home policies.
There can be no assurance that we will continue to declare cash dividends or effect stock repurchases in any particular amount or at all, and statutory requirements may require us to defer payment of declared dividends or suspend stock repurchases.
In the first quarter of fiscal 2025, our Board of Directors increased our stock repurchase program to add an additional $3.0 billion to that program. Future payment of a regular quarterly cash dividend on our common stock and future stock repurchases are 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; securities laws and regulations; market conditions; and other factors that our Board of Directors may deem relevant. Our dividend payments or stock repurchases may change from time to time, and we cannot provide assurance that we will continue to declare dividends or repurchase stock in any particular amounts or at all. A reduction in, a delay of, or elimination of our dividend payments or stock repurchases could have a negative effect on our stock price. As of August 2, 2025, there was $2.0 billion remaining available for future stock repurchases under the prior authorization.
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Our indemnification obligations and limitations of our director and officer liability insurance may have a material adverse effect on our financial condition, results of operations and cash flows.
Under Delaware law, our certificate of incorporation, our bylaws and certain indemnification agreements to which we are a party, we have an obligation to indemnify, or we have otherwise agreed to indemnify, certain of our current and former directors and officers with respect to past, current and future investigations and litigation. Further, in the event such directors and officers are ultimately determined not to be entitled to indemnification, we may not be able to recover any amounts we previously advanced to them.
We cannot provide any assurances that any future indemnification claims, including the cost of fees, penalties or other expenses, will not exceed the limits of our insurance policies, that such claims are covered by the terms of our insurance policies or that our insurance carrier will be able to cover our claims. Additionally, to the extent there is coverage of these claims, the insurers also may seek to deny or limit coverage in some or all of these matters. Furthermore, our insurers could become insolvent and unable to fulfill their obligation to defend, pay or reimburse us for insured claims. Due to these coverage limitations, we may incur significant unreimbursed costs to satisfy our indemnification obligations, which may have a material adverse effect on our financial condition, results of operations or cash flows.
As we carry only limited insurance coverage, any incurred liability resulting from uncovered claims could adversely affect our financial condition and results of operations.
Our insurance policies may not be adequate to fully offset losses from covered incidents, and we do not have coverage for certain losses. For example, there is very limited coverage available with respect to the services provided by our third-party manufacturing partners and assembly, testing and packaging subcontractors. In the event of a natural disaster (such as drought, earthquake or tsunami), political or military turmoil, widespread public health emergencies including pandemics, power outages, cyber-attacks or incidents, or other significant disruptions to their operations, insurance may not adequately protect us from this exposure. We believe our existing insurance coverage is consistent with common practice, economic considerations and availability considerations. If our insurance coverage is insufficient to protect us against unforeseen losses, any uncovered losses could adversely affect our financial condition and results of operations.
We face risks related to global pandemics, which may significantly disrupt and adversely impact our manufacturing, research and development, operations, sales and financial results.
Our business was adversely impacted by the effects of the COVID-19 pandemic and may be similarly adversely impacted by future pandemics. In addition to global and domestic macroeconomic effects, during fiscal 2022 and fiscal 2023 the COVID-19 pandemic and related adverse public health measures caused disruption to our global operations and sales. Our third-party manufacturing partners, suppliers, distributors, and customers were disrupted by worker absenteeism, quarantines and restrictions on their employees’ ability to work; office and factory closures; disruptions to ports and other shipping infrastructure; border closures; and other travel or health-related restrictions. Although the pandemic related restrictions above have ceased in most places, resurgences of COVID-19 in various regions and appearances of new variants of the virus, has resulted in the past, and may result in the future in their full or partial reinstitution. In addition, although many countries have vaccinated large segments of their population, during fiscal 2023, the COVID-19 pandemic continued to disrupt business activities, trade, and supply chains in many countries.
Adverse developments affecting the financial services industry, including events or risks involving liquidity, defaults or non-performance by financial institutions, could have a material adverse effect on our business, financial condition or results of operations.
On March 10, 2023, Silicon Valley Bank (“SVB”), where we maintained certain accounts with an immaterial amount of cash deposits, was placed into receivership with the Federal Deposit Insurance Corporation (“FDIC”), which resulted in all funds held at SVB being temporarily inaccessible by SVB’s customers. As of March 13, 2023, access to our accounts at SVB was fully restored. We do not expect further developments with SVB (or similar regional banks) to have a material impact on our cash and cash equivalents, however, we do hold cash balances in several large financial institutions significantly in excess of FDIC and global insurance limits. If other banks and financial institutions with whom we have banking relationships enter receivership or become insolvent in the future, we may be unable to access, and we may lose, some or all of our existing cash, cash equivalents and investments to the extent those funds are not insured or otherwise protected by the FDIC.
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We are exposed to risks related to our receivables factoring arrangements.
We enter into factoring arrangements with financial institutions to sell certain of our trade receivables from customers without recourse. If we were to stop entering into these factoring arrangements, our operating results, financial condition and cash flows could be adversely impacted by delays or failures in collecting certain trade receivables. If the financial institutions we utilize become financially non-viable, it could cause us to cease such factoring arrangements.
If any of our non-U.S. based subsidiaries were classified as a passive foreign investment company, there would be adverse tax consequences.
If any of our non-U.S. based subsidiaries were classified as a “passive foreign investment company” or “PFIC” under section 1297 of the Internal Revenue Code, of 1986, as amended, for any taxable year during which a U.S. holder holds common stock, such U.S. holder generally would be taxed at ordinary income tax rates on any gain realized on the sale or exchange of the stock and on any “excess distributions” (including constructive distributions) received on the shares. Such U.S. holder could also be subject to a special interest charge with respect to any such gain or excess distribution.
A non-U.S. entity would be classified as a PFIC for U.S. federal income tax purposes in any taxable year in which either (i) at least 75% of its gross income is passive income or (ii) on average, the percentage of its assets that produce passive income or are held for the production of passive income is at least 50% (determined on an average gross value basis). Whether an entity will, in fact, be classified as a PFIC for any taxable year depends on its assets and income over the course of the relevant taxable year and, as a result, cannot be predicted with certainty. There can be no assurance that any of our foreign based subsidiaries will not be classified as a PFIC in the future or the Internal Revenue Service will not challenge our determination concerning PFIC status for any prior period.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
There were no sales of unregistered equity securities during the three months ended August 2, 2025.
Issuer Purchases of Equity Securities
The following table presents details of our stock repurchases during the three months ended August 2, 2025 (in millions, except per share data):
| Period (1) | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet be Purchased Under the Plan or Programs (2) | ||||||||||||||||||||||
| May 4, 2025 to May 31, 2025 | — | $ | — | — | $ | 2,234.5 | ||||||||||||||||||||
| June 1, 2025 to June 28, 2025 | 0.3 | $ | 72.46 | 0.3 | $ | 2,208.5 | ||||||||||||||||||||
| June 29, 2025 to August 2, 2025 | 2.4 | $ | 73.19 | 2.4 | $ | 2,034.5 | ||||||||||||||||||||
| Total | 2.7 | $ | 73.09 | 2.7 | ||||||||||||||||||||||
(1)The monthly periods presented above for the three months ended August 2, 2025, are based on our fiscal accounting periods which follow a quarterly 4-4-5 week fiscal accounting period.
(2)On November 17, 2016, we announced that our Board of Directors had authorized a $1.0 billion stock repurchase plan with no fixed expiration. On October 16, 2018, we announced that our Board of Directors authorized a $700.0 million addition to the balance of our existing stock repurchase plan. On March 7, 2024, we announced that our Board of Directors authorized a $3.0 billion addition to the balance of its existing stock repurchase program. Our existing stock repurchase program had approximately $304.0 million of repurchase authority remaining as of October 16, 2018 prior to the approved addition. We intend to effect stock repurchases in accordance with the conditions of Rule 10b-18 under the Exchange Act, but may also make repurchases in the open market outside of Rule 10b-18 or in privately negotiated transactions. The stock repurchase program will be subject to market conditions and other factors and does not obligate us to repurchase any dollar amount or number of shares of our common stock and the repurchase program may be extended, modified, suspended or discontinued at any time.
61
Item 5. Other Information
(c) Trading Plans
In the second 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:
| Name | Title | Adopted or Terminated | Adoption/Termination Date | Plan Start Date | Plan End Date | Transactions | Shares (1)(2) | |||||||||||||||||||||||||||||||||||||
| Officers | ||||||||||||||||||||||||||||||||||||||||||||
| 6/16/2025 | 3/18/2026 | Sales | ||||||||||||||||||||||||||||||||||||||||||
| 9/15/2025 | Sales | |||||||||||||||||||||||||||||||||||||||||||
| 1/17/2025 | 12/31/2025 | Sales | ||||||||||||||||||||||||||||||||||||||||||
| 10/17/2025 | Sales | |||||||||||||||||||||||||||||||||||||||||||
(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.
62
Item 6. Exhibits | ||||||||||||||||||||||||||||||||||||||
| Exhibit No. | Item | Form | File Number | Incorporated by Reference from Exhibit Number | Filed with SEC | |||||||||||||||||||||||||||||||||
| 2.1** | 8-K | 000-30877 | 2.1 | 10/30/2020 | ||||||||||||||||||||||||||||||||||
| 2.2 | 8-K | 000-30877 | 2.1 | 11/20/2017 | ||||||||||||||||||||||||||||||||||
| 2.3 | 10-Q | 000-30877 | 2.1 | 9/4/2019 | ||||||||||||||||||||||||||||||||||
| 3.1 | 8-K | 001-40357 | 3.1 | 3/15/2023 | ||||||||||||||||||||||||||||||||||
| 3.2 | 8-K | 001-40357 | 3.2 | 4/20/2021 | ||||||||||||||||||||||||||||||||||
| 4.1 | 8-K | 000-30877 | 4.1 | 4/12/2021 | ||||||||||||||||||||||||||||||||||
| 4.2 | 8-K | 000-30877 | 4.2 | 4/12/2021 | ||||||||||||||||||||||||||||||||||
| 4.3 | 8-K | 000-30877 | 4.3 | 4/12/2021 | ||||||||||||||||||||||||||||||||||
| 4.5 | 8-K | 000-30877 | 4.4 | 4/12/2021 | ||||||||||||||||||||||||||||||||||
| 4.6 | 8-K | 000-30877 | 4.5 | 4/12/2021 | ||||||||||||||||||||||||||||||||||
| 4.7 | 8-K | 001-40357 | 4.2 | 5/4/2021 | ||||||||||||||||||||||||||||||||||
| 4.8 | 8-K | 001-40357 | 4.3 | 5/4/2021 | ||||||||||||||||||||||||||||||||||
| 4.9 | 8-K | 001-40357 | 4.4 | 5/4/2021 | ||||||||||||||||||||||||||||||||||
| 4.10 | 8-K | 001-40357 | 4.1 | 9/18/2023 | ||||||||||||||||||||||||||||||||||
| 4.11 | 8-K | 001-40357 | 4.2 | 9/18/2023 | ||||||||||||||||||||||||||||||||||
| 4.12 | 8-K | 001-40357 | 4.3 | 9/18/2023 | ||||||||||||||||||||||||||||||||||
63
| 4.13 | 8-K | 001-40357 | 4.1 | 6/30/2025 | ||||||||||||||||||||||||||||||||||
| 4.14 | 8-K | 001-40357 | 4.2 | 6/30/2025 | ||||||||||||||||||||||||||||||||||
| 4.15 | 8-K | 001-40357 | 4.3 | 6/30/2025 | ||||||||||||||||||||||||||||||||||
| 4.13 | 8-K | 000-30877 | 4.1 | 6/22/2018 | ||||||||||||||||||||||||||||||||||
| 4.14 | 8-K | 000-30877 | 4.2 | 6/22/2018 | ||||||||||||||||||||||||||||||||||
4.15 | 8-K | 000-30877 | 4.1 | 4/19/2021 | ||||||||||||||||||||||||||||||||||
| 4.16 | 10-K | 001-40357 | 4.12 | 3/9/2023 | ||||||||||||||||||||||||||||||||||
| 10.1 | 8-K | 001-40357 | 10.1 | 4/20/2021 | ||||||||||||||||||||||||||||||||||
10.2** | 8-K | 001-40357 | 10.1 | 6/30/2025 | ||||||||||||||||||||||||||||||||||
10.3# | S-8 | 333-255384 | 4.1 | 4/20/2021 | ||||||||||||||||||||||||||||||||||
10.3.1# | 8-K | 000-30877 | 10.2 | 9/26/2013 | ||||||||||||||||||||||||||||||||||
10.3.2# | 10-K | 000-30877 | 10.3.11 | 3/29/2018 | ||||||||||||||||||||||||||||||||||
10.3.2.1# | 10-K | 001-40357 | 10.5.2.1 | 3/12/2025 | ||||||||||||||||||||||||||||||||||
10.3.3# | 10-Q | 001-40357 | 10.5.3 | 12/4/2024 | ||||||||||||||||||||||||||||||||||
10.3.4# | 10-Q | 001-40357 | 10.5.3.2 | 5/30/2025 | ||||||||||||||||||||||||||||||||||
10.3.5# | 10-Q | 001-40357 | 10.7.8 | 5/27/2022 | ||||||||||||||||||||||||||||||||||
10.3.6# | 10-K | 001-40357 | 10.7.9 | 3/9/2023 | ||||||||||||||||||||||||||||||||||
10.3.7# | 10-Q | 001-40357 | 10.5.7 | 5/31/2024 | ||||||||||||||||||||||||||||||||||
64
10.3.8# ** | 10-Q | 001-40357 | 10.7.11 | 5/26/2023 | ||||||||||||||||||||||||||||||||||
10.3.9# | Filed herewith | |||||||||||||||||||||||||||||||||||||
10.3.10# | Filed herewith | |||||||||||||||||||||||||||||||||||||
10.4# | 10-K | 001-40357 | 10.8.1 | 3/9/2023 | ||||||||||||||||||||||||||||||||||
10.4.1# | 10-Q | 001-40357 | 10.6.1 | 12/4/2024 | ||||||||||||||||||||||||||||||||||
10.5# | 8-K | 000-30877 | 10.1 | 6/20/2016 | ||||||||||||||||||||||||||||||||||
10.5.1# | 10-Q | 001-40357 | 10.9.1 | 5/26/2023 | ||||||||||||||||||||||||||||||||||
10.6# | 10-Q | 000-30877 | 10.1 | 12/4/2019 | ||||||||||||||||||||||||||||||||||
10.7# | 10-Q | 000-30877 | 10.5 | 12/4/2019 | ||||||||||||||||||||||||||||||||||
10.8# | 10-Q | 000-30877 | 10.4 | 12/4/2019 | ||||||||||||||||||||||||||||||||||
10.9# | S-8 | 333-255384 | 4.10 | 4/20/2021 | ||||||||||||||||||||||||||||||||||
10.10# | 10-Q | 000-30877 | 10.4 | 9/8/2016 | ||||||||||||||||||||||||||||||||||
10.11# | 10-Q | 001-40357 | 10.13 | 5/30/2025 | ||||||||||||||||||||||||||||||||||
10.12# | Filed herewith | |||||||||||||||||||||||||||||||||||||
| 10.13 | 8-K | 000-30877 | 99.1 | 6/5/2019 | ||||||||||||||||||||||||||||||||||
10.14# | 10-K | 001-40357 | 10.29 | 3/9/2023 | ||||||||||||||||||||||||||||||||||
10.15# | S-8 | 333-260060 | 4.1 | 10/5/2021 | ||||||||||||||||||||||||||||||||||
10.16# | 10-K | 001-40357 | 10.23 | 3/13/2024 | ||||||||||||||||||||||||||||||||||
10.17 | 8-K | 001-40357 | 1.1 | 9/18/2023 | ||||||||||||||||||||||||||||||||||
10.18# | 10-K | 001-40357 | 10.21 | 3/12/2025 | ||||||||||||||||||||||||||||||||||
65
10.19 | 8-K | 001-40357 | 1.1 | 6/30/2025 | ||||||||||||||||||||||||||||||||||
10.20# | Filed herewith | |||||||||||||||||||||||||||||||||||||
19 | 10-K | 001-40357 | 19 | 3/12/2025 | ||||||||||||||||||||||||||||||||||
| 31.1 | Filed herewith | |||||||||||||||||||||||||||||||||||||
| 31.2 | Filed herewith | |||||||||||||||||||||||||||||||||||||
| 32.1* | Filed herewith | |||||||||||||||||||||||||||||||||||||
| 32.2* | Filed herewith | |||||||||||||||||||||||||||||||||||||
| 97 | 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. | |||||||
66
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: August 29, 2025 | By: | /S/ WILLEM MEINTJES | ||||||
| Willem Meintjes | ||||||||
| Chief Financial Officer | ||||||||
| (Principal Financial Officer) | ||||||||
67
Exhibit 10.3.9
Notice of Grant
Provided you (“Participant”) render Continuous Service to Marvell Technology, Inc. (the “Company”) or any Parent or Subsidiary, your Award of restricted stock units (“Stock Units”) will vest on the date(s) shown below.
This Notice of Grant is subject to all of the terms and conditions set forth herein, as well as in the Stock Unit Agreement, including any special terms and conditions for your country set forth in the Appendix thereto, and in the 1995 Stock Option Plan (the "Plan"), all of which are incorporated herein by reference. Capitalized terms used in this Notice of Grant but not defined shall have the same meaning as ascribed in the Plan.
Name: | %%FIRST_NAME%-% %%MIDDLE_NAME%-% %%LAST_NAME%-% | ||||
ID: | %%EMPLOYEE_IDENTIFIER%-% | ||||
Grant Date: | %%OPTION_DATE,'Month DD, YYYY'%-% | ||||
Grant Number: | %%OPTION_NUMBER%-% | ||||
Shares Granted: | %%TOTAL_SHARES_GRANTED, ’999,999,999’%-% | ||||
Vest Commencement Date: | %%VEST_BASE_DATE, ’Month DD, YYYY %-% | ||||
Shares | Vest Type | Full Vest | ||||||
%%SHARES_PERIOD1, ’999,999,999’1%-% | %%VEST_TYPE_PERIOD1%-% | %%VEST_DATE_PERIOD1, ’Month DD, YYYY’%-% | ||||||
%%SHARES_PERIOD2, ’999,999,999’%-% | %%VEST_TYPE_PERIOD2%-% | %%VEST_DATE_PERIOD2, ’Month DD, YYYY’%-% | ||||||
%%SHARES_PERIOD3, ’999,999,999’%-% | %%VEST_TYPE_PERIOD3%-% | %%VEST_DATE_PERIOD3, ’Month DD, YYYY’%-% | ||||||
%%SHARES_PERIOD4, ’999,999,999’%-% | %%VEST_TYPE_PERIOD4%-% | %%VEST_DATE_PERIOD4, ’Month DD, YYYY’%-% | ||||||
%%SHARES_PERIOD5, ’999,999,999’%-% | %%VEST_TYPE_PERIOD5%-% | %%VEST_DATE_PERIOD5, ’Month DD, YYYY’%-% | ||||||
%%SHARES_PERIOD6, ’999,999,999’%-% | %%VEST_TYPE_PERIOD6%-% | %%VEST_DATE_PERIOD6, ’Month DD, YYYY’%-% | ||||||
%%SHARES_PERIOD7, ’999,999,999’%-% | %%VEST_TYPE_PERIOD7%-% | %%VEST_DATE_PERIOD7, ’Month DD, YYYY’%-% | ||||||
%%SHARES_PERIOD8, ’999,999,999’%-% | %%VEST_TYPE_PERIOD8%-% | %%VEST_DATE_PERIOD8, ’Month DD, YYYY’%-% | ||||||
%%SHARES_PERIOD9, ’999,999,999’%-% | %%VEST_TYPE_PERIOD9%-% | %%VEST_DATE_PERIOD9, ’Month DD, YYYY’%-% | ||||||
%%SHARES_PERIOD10, ’999,999,999’%-% | %%VEST_TYPE_PERIOD10%-% | %%VEST_DATE_PERIOD10, ’Month DD, YYYY’%-% | ||||||
%%SHARES_PERIOD11, ’999,999,999’%-% | %%VEST_TYPE_PERIOD11%-% | %%VEST_DATE_PERIOD11, ’Month DD, YYYY’%-% | ||||||
%%SHARES_PERIOD12, ’999,999,999’%-% | %%VEST_TYPE_PERIOD12%-% | %%VEST_DATE_PERIOD12, ’Month DD, YYYY’%-% | ||||||
%%SHARES_PERIOD13, ’999,999,999’%-% | %%VEST_TYPE_PERIOD13%-% | %%VEST_DATE_PERIOD13, ’Month DD, YYYY’%-% | ||||||
%%SHARES_PERIOD14, ’999,999,999’%-% | %%VEST_TYPE_PERIOD14%-% | %%VEST_DATE_PERIOD14, ’Month DD, YYYY’%-% | ||||||
%%SHARES_PERIOD15, ’999,999,999’%-% | %%VEST_TYPE_PERIOD15%-% | %%VEST_DATE_PERIOD15, ’Month DD, YYYY’%-% | ||||||
By accepting the Award of Stock Units, Participant acknowledges receipt of a copy of the Plan, and agrees that (a) these Stock Units are granted under and governed by the terms and conditions of the Plan, the Stock Unit Agreement, and the Appendix; (b) Participant has carefully read, fully understands and agrees to, all of the terms and conditions described in the attached Stock Unit Agreement, the Appendix, and the Plan; (c) Participant understands and agrees that the Stock Unit Agreement and Appendix, including any cover sheet and attachments, constitute the entire understanding between Participant and the Company regarding this grant, and that any prior agreements, commitments or negotiations concerning this grant are replaced and superseded; and (d) Participant has been given an opportunity to consult legal counsel with respect to all matters relating to this grant prior to accepting the Award and that Participant has either consulted such counsel or voluntarily declined to consult such counsel. The Stock Unit Agreement, the Appendix attached thereto, the Plan and Prospectus are available in your E*TRADE Stock Plan account, on the Company’s website at http://my.marvell.com/stockselfservice or by request from the Company’s Stock Administration Department. Participant hereby agrees that these documents are deemed to be delivered to him or her.
Regards,
Marvell Stock Administration
Exhibit 10.3.10
Notice of Grant
Name: | %%FIRST_NAME_MIDDLE_NAME_LAST_NAME%-% %%ADDRESS_LINE_1%-% %%ADDRESS_LINE_2%-% %%CITY_STATE_ZIPCODE%-% | ||||
ID: | %%EMPLOYEE_IDENTIFIER%-% | ||||
Grant Date: | %%OPTION_DATE,’Month DD, YYYY’%-% | ||||
Grant Number: | %%OPTION_NUMBER%-% | ||||
Plan: | %%EQUITY_PLAN%-% | ||||
You have been granted a Performance Restricted Stock Unit (RSU) award for the number of shares in the range set forth on Exhibit A, subject to the performance metrics set forth on Exhibit B.
This Notice of Grant is subject to all of the terms and conditions set forth herein, as well as the Stock Unit Agreement, the Appendix (which includes the special provisions for your country of residence if any), and the Amended and Restated 1995 Stock Option Plan (the “Plan”), all of which are incorporated herein by reference. This Notice of Grant, the Stock Unit Agreement, the Appendix and the Plan are referred to herein as the “Grant Documents.” Capitalized terms used in this Notice of Grant but not defined shall have the same meaning as provided in the Plan.
By signing this document, you hereby acknowledge receipt of a copy of the Grant Documents, and agree that:
(a) these Performance-based RSUs are granted under and governed by the terms and conditions of the Grant Documents;
(b) you have carefully read, fully understand and agree to all of the terms and conditions described in the Grant Documents;
(c) you understand and agree that the Grant Documents constitute the entire understanding between you and the Company regarding this Performance-based RSU, and that any prior agreements, commitments or negotiations concerning this grant are replaced and superseded; and
(d) you have been given an opportunity to consult legal counsel with respect to all matters relating to this Performance-based RSU prior to signing this Notice of Grant and that you have either consulted such counsel or voluntarily declined to consult such counsel.
The Stock Unit Agreement, the Appendix and the Plan are available on the Company’s website at https://stockselfservice.marvell.com/ or by request from the Company’s Stock Administration Department. You hereby agree that these documents are deemed to be delivered to you.
Regards,
Marvell Stock Administration
Exhibit A
| Grant Number: | %%OPTION_NUMBER%-% | ||||
| Grant date: | %%OPTION_DATE,’Month DD, YYYY’%-% | ||||
| Grant date Fair Market Value per share: | %%MARKET_VALUE%-% | ||||
| Grant Price: | $0.00 | ||||
| Number of shares in range: | 0% to 250% of Target (200% is the Maximum for the TSR component and the product of the TSR * the Multiplier can’t exceed 250%) | ||||
| Number of shares at Target (payable at 100% of TSR component only): | %%TOTAL_SHARES_GRANTED, ’999,999,999’%-% | ||||
| Grant Type: | Total Stockholder Return (TSR) +EPS Modifier | ||||
| Vesting schedule: | If earned, cliff vest at end of 5 years from the date of grant | ||||
| Vesting date: | %%VEST_DATE_PERIOD1,’Month DD, YYYY’%-% | ||||
| Performance metrics: | See Exhibit B | ||||
| Performance measurement start date: | July 15, 2025 | ||||
| Performance measurement end date: | July 5, 2030 | ||||
Page 2 of 5
Exhibit B
TSR Objectives– Based on achievement relating to the relative total shareholder return (“TSR”) of the Company’s Common Stock as compared to the TSR of the S&P 500 Index over the performance period, provided that you continue to serve as a service provider through the third anniversary of the grant date. The Executive Compensation Committee of the Board of Directors (the “ECC”) will certify the amount of achievement (or non-achievement) of the TSR Objectives prior to the Vesting date.
Calculation Methodology – Stock price growth adjusted for reinvested dividends during the performance period. The start and end prices of the Company’s common stock and of the S&P 500 Index shall be based on the average closing prices during the preceding 120-trading days before the Performance measurement start date and before the Performance measurement end date
Performance-Payout Schedule:
| Performance Level | Versus the S&P 500 Index | Payout | ||||||
| Maximum | +33% and above | 200% of Target | ||||||
| Target | Equal to S&P 500 | 100% of Target | ||||||
| Minimum | -33% and below | 0% of Target | ||||||
Actual performance will be calculated using a straight-line interpolation between the above performance levels (rounding up to the nearest percent). The number of shares awarded will be rounded up to nearest whole share.
Notwithstanding the foregoing, in the event the Company’s actual TSR is negative over the performance period, payout of the TSR component will be no more than 100% of Target. The foregoing cap does not affect the Multiplier noted below.
Non-GAAP EPS CAGR Multiplier (the “Multiplier”) –
For purposes of this agreement, “Non-GAAP EPS” will be calculated in accordance with how such term is calculated in the Company’s quarterly earnings press releases, and with respect to each company in the Peer Group approved by the ECC, “Non-GAAP EPS” will be calculated in accordance with how such term is calculated by such peer company in its quarterly earnings press releases. If a peer company stops providing Non-GAAP EPS in a quarterly earnings report then it will be excluded from the Peer Group. The applicable performance period (the “Multiplier Performance Period”) for the Multiplier will be the 4-year period including the Company’s fiscal years 2026 through 2029 and/or calendar year 2025 through 2028 for the companies in the Company’s Peer Group listed on Schedule A (the “Peer Group”). For the avoidance of doubt, the Company will solely rely on publicly released Non-GAAP EPS calculations for each peer company without making any adjustments or alternation to such number.
As the Company’s earnings releases generally are issued about one (1) month later than many peer companies, the Company (for purposes of the calculation each quarter) shall rely on the earnings press release issued by each company in the Peer Group that is released immediately prior to the Company’s earnings press release. For example, if a peer company releases earnings April 30 for calendar year Q1 and July 30 for calendar year Q2, the Company shall compare its fiscal year Q1 earnings release issued on or about May 26 to the April 30 earnings release issued by the peer company.
For the Multiplier Performance Period, the Non-GAAP EPS compound annual growth rate (“Non-GAAP EPS CAGR”) for the Company will be determined and measured against the Non-GAAP EPS CAGR for the companies in the Peer Group, as measured in the table below.
Page 3 of 5
| Percentile Rank in Peer Group | Multiplier | ||||
Equal to or less than 50th Percentile | 100% | ||||
Greater than 50th to less than 75th | Interpolated | ||||
At 75th Percentile or Higher | 150% | ||||
Actual performance will be calculated using a straight-line interpolation between the 50th percentile and the 75th percentile (rounding up to the nearest percent). The number of shares awarded will be rounded up to nearest whole share. In no circumstance will the Multiplier result in reducing the shares earned under the relative TSR Objectives. Notwithstanding the foregoing, maximum payout of the product of (x) the relative TSR payout, multiplied by (y) the Multiplier will not exceed 250% of Target.
For illustrative purposes, if the Company’s Non-GAAP EPS CAGR is at the 75th percentile of the Peer Group and the TSR achievement is earned at Target, then net payout would be 100% (at the TSR Target) * 150% (for the Multiplier) or 150% payout.
If a company in the Peer Group is acquired or otherwise undergoes a Change in Control which is completed (e.g., transaction closing date) during the Multiplier Performance Period, then such company will be excluded from the Peer Group and will not be used to calculate the Multiplier. If a company in the Peer Group is acquired or otherwise undergoes a Change in Control which is completed after the expiration of the Multiplier Performance Period but prior to the vesting date (which is 5-years from the date of grant), then such company will continue to be included in the Peer Group and will be used to calculate the Multiplier (provided sufficient financial information is publicly available to calculate the Multiplier).
The Multiplier shall be applied after the TSR Objectives are determined following the end of the 5-year performance period.
Change in Control –
Upon a Change in Control (as defined in the Plan) that occurs during the performance period, the performance period will be truncated to end upon the closing of the Change in Control (the “Change in Control Performance Period”), and the Company total stockholder return will be measured against the S&P 500 Index for the Change in Control Performance Period and the applicable payout will be measured in accordance with the Performance-Payout Schedule above (such Common Stock earned pursuant to the table above, “Earned Stock”). For the avoidance of doubt, the Company’s stock price for the Change in Control date will be the price payable to Company’s stockholders at the closing of the Change in Control, rather than over the preceding 120-trading days, and it will be compared against the S&P Index during the Change in Control Performance Period which starts on the Performance measurement start date and ends using the 120-day average closing price of the S&P 500 Index ending on the closing of the Change in Control.
If a Change in Control of the Company is completed (e.g., transaction closes) during the Multiplier Performance Period, then the Multiplier will not apply. If a Change in Control of the Company is completed after the Multiplier Performance Period but prior to the Vesting date (which is 5-years from the date of grant), then the Multiplier will apply. To the extent that the Multiplier has already been determined prior to a Change in Control, Earned Stock shall also be increased to include the impact of the Multiplier.
Once the payout is determined, a pro-rata portion of the Earned Stock will vest upon the Change in Control based on the portion of days served in the 5-year performance period through the Change in Control, provided that you continue to serve as a service provider through the closing of the Change in Control. The balance of the remaining portion of the Earned Stock that did not vest at the Change in Control will vest on the last day of the performance period, provided that you continue to serve as a service provider on the vesting date.
Page 4 of 5
Notwithstanding the standard post-Change in Control time-vesting above, if within the 24 month period following the Change in Control, your service is terminated without Cause (as defined in the Company’s Change in Control Severance Plan), then 100% of the remaining unvested Earned Stock will accelerate and become fully vested, subject to your execution of a customary release of claims.
Notwithstanding the above, a separate agreement entered into with the grantee with superior benefits than those above shall control and will apply in lieu of the above Change in Control terms.
Page 5 of 5
Scheduled A
Peer Group
Advanced Micro Devices
Analog Devices
Arista Networks
Cadence Design Systems
Keysight Technologies
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Exhibit 10.12
MARVELL TECHNOLOGY, INC.
CHANGE IN CONTROL SEVERANCE PLAN
AND SUMMARY PLAN DESCRIPTION
Updated June 13, 2025
1.Introduction. The purpose of this Marvell Technology, Inc. Change in Control Severance Plan is to provide assurances of specified benefits to certain employees of an Employer whose employment is subject to being involuntarily terminated other than for death, Disability, or Cause or voluntarily terminated for Good Reason under the circumstances described in the Plan. This Plan is an “employee welfare benefit plan,” as defined in Section 3(1) of ERISA. This document constitutes both the written instrument under which the Plan is maintained and the required summary plan description for the Plan.
2.Important Terms. The following words and phrases, when the initial letter of the term is capitalized, will have the meanings set forth in this Section 2, unless a different meaning is plainly required by the context:
2.1“Administrator” means the Company, acting through the ECC or another duly constituted committee of members of the Board, or any person to whom the Administrator has delegated any authority or responsibility with respect to the Plan pursuant to Section 12, but only to the extent of such delegation.
2.2“Automatic Termination Date” has the meaning ascribed to such term in Section 14 hereof.
2.3“Board” means the Board of Directors of the Company.
2.4“Cause” shall mean any of the following reasons:
(a)an act of material dishonesty made by the Participant in connection with the Participant’s job responsibilities as an employee;
(b)the Participant’s conviction of, or plea of nolo contendere to, a felony or any crime involving fraud, embezzlement or moral turpitude;
(c)the Participant’s gross misconduct;
(d)the Participant’s willful unauthorized use or disclosure of any proprietary information or trade secrets of the Company (or an Employer);
(e)the Participant’s willful breach of any obligations under any written agreement with the Company (or an Employer) that is not cured within 10 days after Participant’s receipt of written notice from the Company specifying the breach;
(f)the Participant’s willful refusal to cooperate in good faith with a governmental or internal investigation of the Company (or an Employer) or their directors, officers or employees, if the Company has requested the Participant’s cooperation; or
(g)the Participant’s willful failure to substantially perform the Participant’s employment duties with Company (or an Employer), other than as a result of incapacity due to physical or mental illness; provided that the action or conduct described in this clause (g) will constitute “Cause” only if such failure continues after the Board or Chair of the Board has provided the
Participant with a written demand for substantial performance setting forth in detail the specific respects in which the Company believes the Participant has willfully failed to substantially perform his or her duties thereof and the Participant has been provided a reasonable opportunity (to be not less than 20 days) to cure the same.
With respect to clauses (a)-(f), if the condition triggering Cause is curable in the good faith judgment of the Administrator, the Participant will be provided written notice which specifically sets forth the factual basis for the Company’s belief that Cause has occurred, and a termination for Cause will not occur until the Participant has been provided 10 business days after the Participant’s receipt of the written notice to cure the condition.
2.5 “Change in Control” means:
(a)a merger or consolidation in which the holders of stock possessing a majority of the voting power in the surviving entity (or a parent of the surviving entity) did not own a majority of the common stock immediately before the transaction;
(b)the sale of all or substantially all of the Company’s assets to any other person or entity (other than a subsidiary);
(c)the liquidation or dissolution of the Company; or
(d)the direct or indirect acquisition by any person or related group of persons of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than 50% of the total combined voting power of the Company’s outstanding securities pursuant to a tender or exchange offer made directly to the Company’s shareholders that the Board does not recommend that the shareholders accept.
Notwithstanding the preceding, no transaction will be a Change in Control under this definition with respect to a Deferred Payment, unless it is also a “change in control” within the meaning of Treasury Regulation Section 1.409A-3(i)(5) if it would cause a Deferred Payment to fail to meet the requirements of Section 409A.
2.6“Change in Control Period” means the time period beginning on the date that the Company enters into a definitive agreement whose consummation would result in a Change in Control and ending on the date that is 24 months following the Change in Control, provided the Change in Control is actually consummated.
2.7“COBRA” has the meaning ascribed to such term in Section 5.3 hereof.
2.8“Code” means the U.S. Internal Revenue Code of 1986, as amended.
2.9“Company” means Marvell Technology, Inc., a Delaware corporation, and any successor that assumes the obligations of the Company under the Plan, by way of merger, acquisition, consolidation or other transaction. In addition, unless (i) superseded by a newer agreement or (ii) no longer in effect (e.g., because all Severance Benefits have been paid in full or the Participation Agreement is terminated pursuant to Section 2.25), Participation Agreements between Marvell Technology Group, Ltd., the predecessor to the Company, and Participants remain valid and in full force.
2.10“Cure Period” has the meaning ascribed to such term in Section 2.21 hereof.
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2.11“Designated Participant” means each of the Chief Executive Officer, Chief Financial Officer, Chief Legal Officer, General Counsel, the head of Human Resources (e.g., Senior Vice President, Human Resources), and the head of Worldwide Sales (e.g., Executive Vice President, Worldwide Sales) of the Company at the start to the Change in Control Period.
2.12“Deferred Payment” has the meaning ascribed to such term in Section 10.1 hereof.
2.13“Disability” means that a Participant would qualify to receive long-term disability payments under the long-term disability policy of the Company’s or an Employer, as applicable as may be amended from time to time. Alternatively, a Participant will be deemed disabled if determined to be totally disabled by the U.S. Social Security Administration or, for a Participant who is not covered by the U.S. Social Security Administration, an equivalent government agency as determined by the Administrator in its sole discretion.
2.14“ECC” means the Executive Compensation Committee of the Board.
2.15“Employer” means the Company and any subsidiary or parent of the Company, which is employing Participant, as applicable.
2.16“Effective Date” means June 14, 2016, the date the Plan was originally adopted.
2.17“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.
2.18“Equity Awards” means a Participant’s outstanding stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance stock units and any other Company equity compensation awards.
2.19“ERISA” means the U.S. Employee Retirement Income Security Act of 1974, as amended.
2.20“Family Member” has the meaning ascribed to such term in Section 5.3 hereof.
2.21“Good Reason” means a Participant’s involuntary Separation from Service within 30 days following the expiration of any Cure Period after one of the following conditions has come into existence without his or her consent:
(a)a material reduction in the Participant’s level of duties, authority or responsibilities from those immediately prior to the start of the Change in Control Period; provided, however, that with respect to a Designated Participant, if there is a change in the Participant’s role after which the Participant does not have the role as chief executive officer, chief financial officer, chief legal officer, general counsel, head of human resources, or head of worldwide sales, as applicable, with respect to a parent entity whose stock is publicly-traded, then such a change shall affirmatively constitute Good Reason;
(b)a reduction of 10% or greater in the Participant’s level of annual base salary or target incentive compensation ; or
(c)the Employer requires the Participant to relocate the Participant’s principal place of performance of the Participant’s duties to (i) a location more than 30 miles from the Participant’s principal place of performance immediately prior to the start of the Change in Control Period and (ii) the relocation results in a greater commute by the Participant.
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The Participant’s voluntary resignation will not constitute a resignation for “Good Reason” unless the Participant first provides the Employer, with written notice of the acts or omissions constituting the grounds for “Good Reason” within 90 days of the initial existence of the grounds for “Good Reason” and provides the Employer, with 30 days following the date of such notice to cure the condition constituting “Good Reason” (the “Cure Period”).
The determination of whether Good Reason exists, including the determination of the cure of any condition constituting Good Reason, shall be made in all cases by the Administrator in accordance with authorities and deference afforded to the Administrator under Section 12 of the Plan.
For purposes of the determination of whether one of the above conditions has occurred under this Section 2.21 that would give rise to Good Reason, the Administrator shall look to the duties and responsibilities, pay, or principal place of employment of the Participant on the day before the start of the Change in Control Period. Notwithstanding the prior sentence, if a Participant’s duties or compensation is increased during the Change in Control Period, then the Administrator shall look to the increased duties or compensation for purposes of the determination under this Section 2.21.
2.22.“Initial Grounds” has the meaning ascribed to such term in Section 14 hereof.
2.23.“Involuntary Termination” means a termination of employment of a Participant under the circumstances described in Section 5.
2.24.“Participant” means an employee of an Employer who (a) has been designated by the Administrator to participate in the Plan and (b) has timely and properly executed and delivered a Participation Agreement to the Company.
2.25.“Participation Agreement” means the individual agreement (as will be provided in separate cover as Appendix A) provided by the Administrator to a Participant under the Plan, which has been signed and accepted by the Participant. The Participation Agreement of a Participant whose employment terminates prior to the first date of the Change in Control Period shall terminate and be void.
2.26.“Plan” means the Marvell Technology, Inc. Change in Control Severance Plan and Summary Plan Description, as set forth in this document, and as hereafter amended from time to time.
2.27.“Pre-Closing Change in Control Period” means the time period beginning at the time the Company enters into a definitive agreement whose consummation would result in a Change in Control and ending on date the Change in Control is completed, provided the Change in Control is actually consummated.
2.28.“Post-Closing Change in Control Period” means the time period beginning on the date the Change in Control is completed and ending on the date that is 24 months following the Change in Control, provided the Change in Control is actually consummated.
2.29.“Release” has the meaning ascribed to such term in Section 7 hereof.
2.30.“Release Deadline Date” has the meaning ascribed to such term in Section 7.1 hereof.
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2.31."Release Effective Date” has the meaning ascribed to such term in Section 7.1 hereof.
2.32."Section 409A” means Section 409A of the Code, and the final regulations and any guidance promulgated thereunder.
2.33.“Section 409A Limit” means 2 times the lesser of: (i) the Participant’s annualized compensation based upon the annual rate of pay paid to the Participant during the Participant’s taxable year preceding the Participant’s taxable year of the Participant’s Separation from Service; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the Participant experiences a Separation from Service.
2.34.“Severance Benefits” means the compensation and other benefits that the Participant will be provided in the circumstances described in Section 5
2.35.“Severance Start Date” has the meaning ascribed to such term in Section 8 hereof.
2.36.“Separation from Service” means a separation from service within the meaning of Section 409A as determined under, and with sech adjustments as are set forth in Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any U.S. Internal Revenue Service guidance issued with respect thereto.
2.37.“TSR” has the meaning ascribed to such term in Section 3 hereof.
2.38.“280G” has the meaning ascribed to such term in Section 6 hereof.
3.Treatment of Equity Awards that are Not Assumed or Substituted for in the Event of a Change in Control. In the event of a Change in Control where the successor corporation does not assume a Participant’s Equity Awards or substitute Equity Awards for substantially similar awards with the same or more favorable vesting schedule and other terms as the Participant’s Equity Awards, then immediately prior to the Change in Control the Participant’s Equity Awards will vest in full and the Participant will have the right to exercise all of his or her outstanding stock options and stock appreciation rights, including shares as to which such Equity Awards would not otherwise be vested or exercisable, all restrictions on his or her restricted stock and restricted stock units will lapse, and, with respect to his or her Equity Awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels and all other terms and conditions met; provided however, that (A) if there is no “target” level, then the number that will vest shall be 100% of the maximum amount that could vest with respect to that relevant measurement period(s); and (B) if the performance period has been completed and the actual performance achieved is greater than the target level, then the number that will vest shall be 100% of the amount that would vest based on that actual performance achievement level with respect to that relevant measurement period; and (C) if the performance criteria is a Total Shareholder Return (“TSR”) or other measure based on the value of the Company’s stock, the amount that will vest will be calculated as if the measurement period ended on the date of the Change in Control (and including the final closing price of the Company’s stock on such date). Equity Awards that vest pursuant to this Section 3 (whether subject to time-based vesting and/or performance-based vesting) shall be settled or become exercisable immediately prior to a Change in Control, provided that an Equity Award that is a Deferred Payment will be settled in accordance with Section 10.2. In addition, if any of the Participant’s stock options or stock appreciation rights are not assumed or substituted for in the Change in Control, the Company will notify the Participant in writing or electronically that such stock options or stock appreciation rights will be exercisable for a period of time determined by the Administrator in its sole discretion, and the stock options or stock appreciation rights will terminate upon the expiration of such period; provided,
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however, that such period may not extend beyond the terms of the stock option or the stock appreciation right.
4.Eligibility for Severance Benefits. An individual is eligible for Severance Benefits under the Plan, as described in Section 5, only if he or she experiences an Involuntary Termination and complies with Section 7 hereof.
5.Involuntary Termination During the Change in Control Period. If, (a) during the Pre-Closing Change in Control Period, a condition specified in Section 2.21(b) or Section 2.21(c) occurs and a Participant terminates his or her employment with an Employer, for Good Reason, (b) during the Post-Closing Change in Control Period a Participant terminates his or her employment with an Employer for Good Reason, or (c) during the Change in Control Period the Employer terminates the Participant’s employment for a reason other than Cause or the Participant’s death or Disability (in either case, an “Involuntary Termination”), then, in each case, subject to the Participant’s compliance with Section 7, the Participant will receive the following Severance Benefits:
5.1.Cash Severance Benefits. A lump-sum payment of cash severance equal to the amount set forth in the Participant’s Participation Agreement;
5.2.Equity Award Vesting Acceleration Benefit. The Participant’s Equity Awards will accelerate and vest to the amount set forth in the Participant’s Participation Agreement; and
5.3.Continued Medical, Dental and Vision Benefits.
(a)If the Participant, and any spouse and/or dependents of the Participant (“Family Members”) has coverage on the date of the Participant’s Involuntary Termination under a medical, dental, or vision/group health plan sponsored by the Company and/or an Employer and the Participant validly elects and is eligible to continue coverage under COBRA for the Participant and his Family Members, the Participant will be reimbursed for the total applicable premium cost for continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or for Participants working outside the U.S. regional equivalent(s) as determined by the Administrator in its sole discretion (collectively, “COBRA”) through the date that ends on the earliest of the following (i) the last date of the period set forth in the Participant’s Participation Agreement, (ii) the date the Participant becomes eligible for group health plan coverage through another employer and (iii) the date the Participant is no longer eligible to receive to receive COBRA continuation coverage. The Participant shall have an obligation to inform the Company if the Participant becomes eligible for group coverage from another employer while receiving reimbursement for COBRA coverage from the Company. All, or a portion, of the COBRA reimbursement payments, may for tax purposes, be considered income to the Participant.
(b)If the Company determines in its sole discretion COBRA reimbursement benefits cannot be provided without potentially violating applicable laws (including, without limitation, Section 105(h)(2) of the Code, Section 2716 of the Public Health Service Act and ERISA), the Company and/or the Employer will in lieu thereof provide to the Participant a monthly payment in an amount equal to the monthly COBRA premium (on an after-tax basis) that the Participant would be required to pay to continue the group health coverage in effect on the date of the Participant’s Involuntary Termination of employment (which amount will be based on the premium for the first month of COBRA coverage) for the period of time set forth in the Participant’s Participation Agreement following the Involuntary Termination, which payments will be made regardless of whether the Participant elects COBRA continuation coverage.
6.Limitation on Payments. In the event that the severance and other benefits provided for in this Plan or otherwise (“280G Payments”) payable to a Participant (i) constitute “parachute
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payments” within the meaning of Section 280G of the Code, and (ii) but for this Section 6, would be subject to the excise tax imposed by Section 4999 of the Code, then the 280G Payments will be either:
(a)delivered in full, or
(b)delivered as to such lesser extent which would result in no portion of such benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Participant on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (i) cancellation of awards granted “contingent on a change in ownership or control” (within the meaning of Code Section 280G); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. In the event that acceleration of vesting of equity awards is to be cancelled, such acceleration of vesting will be cancelled in the reverse order of the date of grant of the Participant’s equity awards. However, in no event shall the foregoing be interpreted or administered so as to result in an acceleration of payment or further deferral of payment of any amounts (whether under the Plan or any other arrangement) in violation of Section 409A. Notwithstanding the foregoing, to the extent the Company submits any payment or benefit payable to the Participant under this Plan or otherwise to the Company’s stockholders for approval in accordance with Treasury Regulation Section 1.280G-1 Q&A 7, the foregoing provisions shall not apply following such submission and such payments and benefits will be treated in accordance with the results of such vote, except that any reduction in, or waiver of, such payments or benefits required by such vote will be applied without any application of discretion by the Participant and in the order prescribed by this Section 6.
Unless the Participant and the Company otherwise agree in writing, any determination required under this Section 6 will be made in writing by the Company’s independent public accountants immediately prior to the Change in Control or such other person or entity to which the parties mutually agree (the “Firm”), whose determination will be conclusive and binding upon the Participant and the Company. For purposes of making the calculations required by this Section 6 the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 409A, 280G and 4999 of the Code. The Participant and the Company will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 6. The Company will bear all costs the Firm may incur in connection with any calculations contemplated by this Section 6.
7.Conditions to Receipt of Severance.
7.1.Release Agreement. As a condition to receiving the Severance Benefits under this Plan, each Participant will be required to sign and not revoke a separation and release of claims agreement in a form specified by the Company (the “Release”). The Release will not include any post-employment restrictions beyond any such restrictions that a Participant has previously agreed to in written agreements with the Company and/or the Employer. In all cases, the Release will be prepared by the Company. The Participant must sign and not revoke the Release no later than: (i) the 60th day following the Participant’s Involuntary Termination, for an Involuntary Termination that occurs during the Post- Closing Change in Control Period, or (ii) the effective date of the Change in Control, for an Involuntary Termination that occurs during the Pre-Closing Change in Control Period (or such longer period as required by applicable law) (collectively the “Release Deadline Date”). If the Participant
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does not irrevocably sign the Release by the Release Deadline Date, the Participant will forfeit any right to the Severance Benefits. In no event will the Severance Benefits be paid or provided unless the Release is returned by the Release Deadline and until the Release becomes effective and irrevocable (the “Release Effective Date”).
7.2.Other Requirements. A Participant’s receipt of Severance Benefits will be subject to the Participant continuing to comply with the provisions of this Section 7 and the terms of any confidentiality, proprietary information and inventions agreement and any other agreement between the Participant and the Company and/or the Employer under which the Participant has a material duty or obligation to the Company and/or the Employer. Severance Benefits under this Plan will terminate immediately for a Participant if the Participant, at any time, violates any such agreement and/or the provisions of this Section 7.
8.Timing of Severance Benefits. Provided that the Release becomes effective and irrevocable by the Release Deadline Date and subject to Sections 10 and 11, the Severance Benefits will be paid (or in the case of Severance Benefits scheduled to be paid installments, will commence) on the first Employer payroll date following the Release Effective Date (such payment date, the “Severance Start Date”), and any severance payments or benefits otherwise payable to the Participant during the period immediately following: (a) the Participant’s termination of employment with the Employer, if the termination occurs during the Post-Closing Change in Control Period and (b) the effective date of the Change in Control, if the termination occurs during the Pre-Closing Change in Control Period, each case, through the Severance Start Date will be paid in a lump sum to the Participant on the Severance Start Date, with any remaining payments to be made as provided in this Plan.
9.Exclusive Benefit. The benefits provided under this Plan shall be the exclusive benefit for a Participant related to termination of employment in connection with a Change in Control. For the avoidance of doubt, if a Participant was due benefits under a separate agreement because of a termination of employment prior to a Change in Control, and the separation qualifies as an Involuntary Termination under the Plan, then such Participant shall only receive the superior of the applicable benefits, on a benefit-by-benefit basis, as determined in the sole discretion of the Administrator. Any reductions or adjustments in payments or benefits contemplated pursuant to the foregoing shall be made in a manner that complies with Section 409A. Further and also for the avoidance of doubt, during the Pre-Closing Change in Control Period, any Equity Award otherwise eligible for acceleration under this Plan will not forfeit by its terms, because of an Involuntary Termination that occurs prior to a Change in Control, until after the earlier of: (a) the date the Change in Control is completed, or (b) the date the award vests pursuant to the original vesting terms. For purposes of (b) above, any performance-based Equity Award will be eligible vest by its terms notwithstanding the termination of services by the Participant.
10.Section 409A. The following provision applies only to Participants who are subject to taxation in the U.S.
10.1.It is the intent of this Plan that it and all Severance Benefits paid hereunder be (i) exempt or excepted from the requirements of Section 409A to the maximum extent possible pursuant to the “short-term deferral” exception under Code Section 409A, as a payment made as a result of a Separation from Service that does not exceed the Section 409A Limit or otherwise be exempted or excepted or (ii)) comply with Code Section 409A so that none of the payments and/or benefits provided under the Plan will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to be so exempt or excepted, or to comply. Notwithstanding anything to the contrary in this Plan, no Severance Benefits to be paid or provided under this Plan that, when considered together with any other severance payments, separation benefits or other benefits under this Plan, that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or provided until the Participant has a Separation from Service.
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Similarly, no Severance Benefit paid or provided to a Participant, if any, under this Plan or otherwise that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until the Participant has a Separation from Service. For the avoidance of doubt, any payment or benefit provided under this Plan will not constitute a Deferred Payment if it satisfies at least one of the following (i) the “short-term deferral” rule set forth in Section 409A and (ii) the requirements to qualify as a payment made, or benefit provided, as a result of a Separation from Service that does not exceed the Section 409A Limit.
10.2.Notwithstanding anything to the contrary in the terms governing an Equity Award, if Section 3 of Section 5 would result in the acceleration of vesting of any Equity Award that constitutes a Deferred Payment, as determined in the sole discretion of the Administrator, the Deferred Payment Equity Awards that are no longer subject to a substantial risk of forfeiture, as determined in accordance with Section 409A, shall be settled, without regard to the vesting schedule set forth in the agreement including any provision governing vesting acceleration events, on the earliest to occur of the following distribution events that are provided in the agreement evidencing the Equity Award: (i) the applicable vesting date set forth in the agreement, (ii) a “change in control event” within the meaning of U.S. Treas. Reg. § 1.409A-3(i)(5) (a “409A CIC Event”), (iii) a Separation from Service that occurs following a 409A CIC Event, provided that if the Participant is a “specified employee” within the meaning of Section 409A of the Code on the date the Participant experiences a Separation from Service, then the Equity Awards shall instead be settled on the first business day of the seventh month following the Participant’s Separation from Service, to the extent such delayed payment is required in order to avoid a prohibited distribution under Section 409A of the Code, and (iv) the Participant’s death.
10.3. Notwithstanding anything to the contrary in this Plan, if a Participant is a “specified employee” within the meaning of Section 409A at the time of the Participant’s Separation from Service (other than due to death), then the Deferred Payments, if any, that are payable or provided upon or a date that is by reference to the Participant’s Separation from Service and within the first 6 months following the Participant’s Separation from Service, will become payable on the date 6 months and 1 day following the date of the Participant’s Separation from Service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment/settlement schedule applicable to each payment or benefit, except that, in the event of the Participant’s death following the Participant’s Separation from Service, but before the 6 month anniversary of the Separation from Service, then any payments or benefits delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the Participant’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Plan is intended to constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations. Further, if Release period spans two calendar years, then the Deferred Payments contemplated thereunder shall be paid in the second calendar year.
10.4.To the extent that reimbursements or other in-kind benefits under this Plan constitute a Deferred Payment, (i) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Participant, (ii) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.
10.5. Notwithstanding anything to the contrary in the Plan, including but not limited to Sections 12 and 15, the Administrator may amend the Plan, or take any other actions, as deemed necessary or appropriate to (a) preserve the intended tax treatment of the payments or benefits under the Plan or (b) comply with the requirements of Section 409A and thereby avoid the application of any penalty taxes under Section 409A, but the Administrator shall not be under any obligation to make any
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such amendment. Nothing in this Plan shall provide a basis for any person to take action against the Company or an Employer based on matters covered by Section 409A, including the tax treatment of any payment or benefit under the Plan, and neither the Company nor any Employer shall under any circumstances have any liability to the Participant, his estate or any other party for any taxes, penalties or interest due on any payment or benefit under this Plan, including taxes, penalties or interest imposed under Section 409A.
11.Withholdings. The Company and/or the Employer, as applicable, will withhold from any payments or benefits under the Plan all applicable U.S. and non-U.S. federal, state and local taxes required to be withheld and any other required payroll deductions.
12.Administration. The Company is the administrator of the Plan (within the meaning of section 3(16)(A) of ERISA). The Plan will be administered and interpreted by the Administrator (in its sole discretion). The Administrator is the “named fiduciary” of the Plan for purposes of ERISA and will be subject to the fiduciary standards of ERISA when acting in such capacity. Any decision made or other action taken by the Administrator with respect to the Plan, and any interpretation by the Administrator of any term or condition of the Plan, or any related document, will be conclusive and binding on all persons and be given the maximum possible deference allowed by law. In accordance with Section 2.1, the Administrator (a) may, in its sole discretion and on such terms and conditions as it may provide, delegate in writing to one or more officers of the Company all or any portion of its authority or responsibility with respect to the Plan, and (b) has the authority to act for the Company (in a non-fiduciary capacity) as to any matter pertaining to the Plan; provided, however, that any Plan amendment or termination or any other action that reasonably could be expected to increase materially the cost of the Plan must be approved by the Board.
13.Eligibility to Participate. To the extent that the Administrator has delegated administrative authority or responsibility to one or more officers of the Company in accordance with Sections 2.1 and 12, each such officer will not be excluded from participating in the Plan if otherwise eligible, but he or she is not entitled to act upon or make determinations regarding any matters pertaining specifically to his or her own Severance Benefit or eligibility under the Plan. The Administrator will act upon and make determinations regarding any matters pertaining specifically to the benefit or eligibility of each such officer under the Plan.
14.Term. This Plan will be effective on the Effective Date and automatically terminate on the date that is 24 months following the effective date of a Change in Control (the “Automatic Termination Date”); provided, however, the Plan may be terminated earlier in accordance with Section 15. If the Participant becomes entitled to benefits during the term of this Plan, the Plan will not terminate with respect to such Participant until all of the obligations of the Company and such Participant with respect to this Plan have been satisfied. If an initial occurrence of an act or omission by the Company (or its successor) constituting the grounds for Involuntary Termination for Good Reason for a Participant has occurred (the “Initial Grounds”), and the expiration date of the Cure Period with respect to such Initial Grounds could occur following Automatic Termination Date, then the term of the Plan will extend automatically through the date that is 30 days following the expiration of such Cure Period, but such extension of the term shall only apply with respect to the Initial Grounds.
15.Amendment or Termination. The Company, by action of the Administrator, reserves the right to amend or terminate the Plan at any time without advance notice to any Participant and without regard to the effect of the amendment or termination on any Participant or on any other individual. Any amendment or termination of the Plan will be in writing. Notwithstanding the foregoing, any amendment to the Plan that (a) causes an individual or group of individuals to cease to be Participants or (b) reduces or alters to the detriment of a Participant the Severance Benefits potentially payable to that Participant (including, without limitation, imposing additional conditions or modifying the timing of payment), will not be effective unless it both is approved by the Administrator and communicated to the affected individual(s) in writing at least 90 days prior to the effective date of
10
the amendment or termination, and once a Participant has incurred an Involuntary Termination, no amendment or termination of the Plan may, without that Participant’s written consent, reduce or alter to the detriment of the Participant, the Severance Benefits payable to that Participant. In addition, notwithstanding the preceding, upon or after a Change in Control, the Company may not, without a Participant’s written consent, amend or terminate the Plan in any way, nor take any other action, that (i) prevents that Participant from becoming eligible for the Severance Benefits under the Plan, or (ii) reduces or alters to the detriment of the Participant the Severance Benefits payable, or potentially payable, to a Participant under the Plan (including, without limitation, imposing additional conditions). Any action of the Company in amending or terminating the Plan will be taken in a non-fiduciary capacity.
16.Claims and Appeals.
(a)Claims Procedure. Any employee or other person who believes he or she is entitled to any Severance Benefit under the Plan may submit a claim in writing to the Administrator within 90 days of the earlier of (i) the date the claimant learned the amount of his or her Severance Benefits under the Plan or (ii) the date the claimant learned that he or she will not be entitled to any Severance Benefits under the Plan. If the claim is denied (in full or in part), the claimant will be provided with a written notice explaining the specific reasons for the denial and referring to the provisions of the Plan on which the denial is based. The notice also will describe any additional information needed to support the claim and the Plan’s procedures for appealing the denial. The denial notice will be provided within 90 days after the claim is received. If special circumstances require an extension of time (up to 90 days), written notice of the extension will be given within the initial 90 day period. This notice of extension will indicate the special circumstances requiring the extension of time and the date by which the Administrator expects to render its decision on the claim.
(b)Appeal Procedure. If the claimant’s claim is denied, the claimant (or his or her authorized representative) may apply in writing to the Administrator for a review of the decision denying the claim. Review must be requested within 60 days following the date the claimant received the written notice of their claim denial or else the claimant loses the right to review. The claimant (or representative) then has the right to review and obtain copies of all documents and other information relevant to the claim, upon request and at no charge, and to submit issues and comments in writing. The Administrator will provide written notice of its decision on review within 60 days after it receives a review request. If additional time (up to 60 days) is needed to review the request, the claimant (or representative) will be given written notice of the reason for the delay. This notice of extension will indicate the special circumstances requiring the extension of time and the date by which the Administrator expects to render its decision. If the claim is denied (in full or in part), the claimant will be provided a written notice explaining the specific reasons for the denial and referring to the provisions of the Plan on which the denial is based. The notice also will include a statement that the claimant will be provided, upon request and free of charge, reasonable access to, and copies of, all documents and other information relevant to the claim and a statement regarding the claimant’s right to bring an action under Section 502(a) of ERISA.
17.Attorneys’ Fees. The Company desires that the Participant not be required to incur the expenses associated with the enforcement of rights under this Plan and/or Participation Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Participant hereunder. The Company desires that the Participant not be forced to negotiate settlement of rights under the Plan and/or the Participation Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs, it appears to the Participant that (i) the Company has failed to comply with any of its obligations under the Plan or the Participation Agreement, or (ii) the Company or any other person has taken any action to declare the Plan and/or the Participation Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish or to recover from the Participant the benefits intended to be provided to the Participant under the Plan and/or the Participation Agreement, the
11
Company irrevocably authorizes the Participant from time to time to retain counsel of Participant’s choice, at Company’s expense as provided in this subparagraph, to represent the Participant in the initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, stockholder or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or previous attorney-client relationship between the Company and any counsel chosen by the Participant under this subparagraph, the Company irrevocably consents to the Participant entering into an attorney-client relationship with that counsel, and the Participant and Company agree that a confidential relationship shall exist between the Participant and that counsel. The fees and expenses of counsel selected from time to time by Participant as provided in this section shall be paid or reimbursed to the Participant by the Company on a monthly basis upon presentation by the Participant of a statement or statements prepared by such counsel in accordance with such counsel’s customary practices (including but not limited to redaction of information to protest privilege and/or attorney work product), whether suit be brought or not, and whether or not incurred in trial, bankruptcy or appellate proceedings. The Company’s obligation to pay Participant’s legal fees provided by this Section operate separately from and in addition to any legal fees reimbursement obligation the Company may have with the Participant under any separate employment, severance or other agreement.
The parties agree that the failure to pay such foregoing legal fees and expenses (including the failure to timely pay on a monthly basis) will constitute immediate, irreparable harm to Participant for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach. The parties’ rights and remedies under these terms are cumulative and shall be in addition to all other legal rights and remedies available to the parties. In addition, the fees and expenses of counsel selected from time to time by Participant to collect or enforce payment of such fees and expenses (including but not limited through injunctive relief) shall be paid or reimbursed to the Participant by the Company on a monthly basis upon presentation by the Participant of a statement or statements prepared by such counsel in accordance with such counsel’s customary practices (including but not limited to redaction of information to protect privilege and/or attorney work product), whether suit be brought or not, and whether or not incurred in trial, bankruptcy or appellate proceedings.
18.Source of Payments. All payments under the Plan will be paid from the general funds of the Company; no separate fund will be established under the Plan, and the Plan will have no assets. No right of any person to receive any payment under the Plan will be any greater than the right of any other general unsecured creditor of the Company.
19.Inalienability. In no event may any current or former employee of the Company or any of its subsidiaries or affiliates sell, transfer, anticipate, assign or otherwise dispose of any right or interest under the Plan. At no time will any such right or interest be subject to the claims of creditors nor liable to attachment, execution or other legal process.
20.No Enlargement of Employment Rights. Neither the establishment or maintenance or amendment of the Plan, nor the making of any benefit payment hereunder, will be construed to confer upon any individual any right to continue to be an employee of an Employer, the Company or any of its subsidiaries or affiliates. Each Employer expressly reserves the right to discharge any of its employees at any time, with or without cause. However, as described in the Plan, a Participant may be entitled to benefits under the Plan depending upon the circumstances of his or her termination of employment.
21.Successors. Any successor to the Company of all or substantially all of the Company’s business and/or assets (whether direct or indirect and whether by purchase, merger, consolidation, liquidation or other transaction) will assume the obligations under the Plan and agree expressly to perform the obligations under the Plan in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. For all purposes under
12
the Plan, the term “Company” will include any successor to the Company’s business and/or assets which become bound by the terms of the Plan by operation of law, or otherwise.
22.Applicable Law. The provisions of the Plan will be construed, administered and enforced in accordance with ERISA and, to the extent applicable, the internal substantive laws of the state of California (but not its conflict of laws provisions). For purposes of litigating any dispute that arises under this Plan, the parties hereby submit to and consent to the exclusive jurisdiction of the State of California, and agree that such litigation will be conducted exclusively in the federal courts for the United States for the Northern District of California or, if applicable, the courts of Santa Clara County California and no other courts.
23.Severability. If any provision of the Plan is held invalid or unenforceable, its invalidity or unenforceability will not affect any other provision of the Plan, and the Plan will be construed and enforced as if such provision had not been included.
24.Headings. Headings in this Plan document are for purposes of reference only and will not limit or otherwise affect the meaning hereof.
25.Indemnification. The Company hereby agrees to indemnify and hold harmless the officers and employees of the Company, and the members of its Board, from all losses, claims, costs or other liabilities arising from their acts or omissions in connection with the administration, amendment or termination of the Plan, to the maximum extent permitted by applicable law. This indemnity will cover all such liabilities, including judgments, settlements and costs of defense. The Company will provide this indemnity from its own funds to the extent that insurance does not cover such liabilities. This indemnity is in addition to and not in lieu of any other indemnity provided to such person by the Company.
26.Additional Information.
Plan Name: Marvell Technology, Inc. Change in Control Severance Plan
Plan Sponsor: Marvell Technology, Inc.
c/o Marvell Semiconductor, Inc., Attn: Chief Legal Officer
5488 Marvell Lane
Santa Clara, CA 95054
5488 Marvell Lane
Santa Clara, CA 95054
Identification Numbers: EIN: 77-0398669
PLAN: 501
PLAN: 501
Plan Year: Company’s fiscal year
Plan Administrator: Marvell Technology, Inc.
Attention: Administrator of the Marvell Technology, Inc. Change in Control Severance Plan
Attention: Administrator of the Marvell Technology, Inc. Change in Control Severance Plan
c/o Marvell Semiconductor, Inc.
13
5488 Marvell Lane
Santa Clara, CA 95054
408-222-2500
Santa Clara, CA 95054
408-222-2500
Agent for Service of
Legal Process: Marvell Technology, Inc.
Legal Process: Marvell Technology, Inc.
c/o Marvell Semiconductor, Inc. Attn: Chief Legal Officer
5488 Marvell Lane
Santa Clara, CA 95054
408-222-2500
5488 Marvell Lane
Santa Clara, CA 95054
408-222-2500
Service of process also may be made upon the Administrator.
Type of Plan Severance Plan/Employee Welfare Benefit Plan
Plan Costs The Plan is unfunded and the cost of the Plan is paid from the general assets of the Company.
27.Statement of ERISA Rights.
As a Participant under the Plan, you have certain rights and protections under ERISA:
(a)You may examine (without charge) all Plan documents, including any amendments and copies of all documents filed with the U.S. Department of Labor. These documents are available for your review in the Company’s Human Resources Department.
(b)You may obtain copies of all Plan documents and other Plan information upon written request to the Administrator. A reasonable charge may be made for such copies.
In addition to creating rights for Participants, ERISA imposes duties upon the people who are responsible for the operation of the Plan. The people who operate the Plan (called “fiduciaries”) have a duty to do so prudently and in the interests of you and the other Participants. No one, including the Company, your Employer, or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a benefit under the Plan or exercising your rights under ERISA. If your claim for payments or benefits under the Plan is denied, in whole or in part, you must receive a written explanation of the reason for the denial. You have the right to have the denial of your claim reviewed. (The claim review procedure is explained in Section 16 above.)
Under ERISA, there are steps you can take to enforce the above rights. For example, if you request materials and do not receive them within 30 days, you may file suit in a federal court. In such a case, the court may require the Administrator to provide the materials and to pay you up to $110 a day until you receive the materials, unless the materials were not sent due to reasons beyond the control of the Administrator. If you have a claim which is denied or ignored, in whole or in part, you may file suit in a federal court. If it should happen that you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a federal court.
In any case, the court will decide who will pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds that your claim is frivolous.
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If you have any questions regarding the Plan, please contact the Administrator. If you have any questions about this statement or about your rights under ERISA, you may contact the nearest area office of the Employee Benefits Security Administration (formerly the Pension and Welfare Benefits Administration), U.S. Department of Labor, listed in your telephone directory, or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue, N.W. Washington, D.C. 20210. You also may obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.
15
TIER 1
Appendix A
Marvell Technology, Inc. Change in Control Severance Plan
Participation Agreement
Participation Agreement
Marvell Technology, Inc. (the “Company”) is pleased to inform you, ________________________, that you have been selected to participate in the Company’s Change in Control Severance Plan and Summary Plan Description (the “Plan”) as a Participant.
A copy of the Plan was delivered to you with this Participation Agreement. Your participation in the Plan is subject to all of the terms and conditions of the Plan. The capitalized terms used but not defined herein will have the meanings ascribed to them in the Plan.
In order to actually become a participant in the Plan, you must complete and sign this Participation Agreement and return it to [NAME] no later than [DATE].
In the event of a Change in Control where the successor corporation does not assume your Equity Awards or substitute Equity Awards for substantially similar awards with the same or more favorable vesting schedule as your Equity Awards, then your Equity Awards will accelerate and vest in full in accordance with Section 3 of the Plan.
Also, the Plan describes in detail certain circumstances under which you may become eligible for certain Severance Benefits under Section 5 of the Plan if, during the Change in Control Period, you incur an Involuntary Termination. If you become eligible for Severance Benefits as described in the Plan, then subject to the terms and conditions of the Plan, you will receive:
1.Cash Severance Benefits.
a.Base Salary. A lump-sum payment (less applicable withholding taxes) equal to 24 months of your annual base salary as in effect immediately prior to your Involuntary Termination (or if your Involuntary Termination is a termination for Good Reason due to a material reduction in your level of annual base salary, your annual base salary as in effect immediately prior to such reduction) or, if greater, at the level in effect immediately prior to the Change in Control.
b.Bonus. A lump-sum payment equal to 200% of your annual target bonus for the fiscal year in which your Involuntary Termination occurs or, if greater, your annual target bonus in effect immediately prior to the Change in Control.
c.Pro-Rata Bonus. A lump-sum payment equal to your annual target bonus for the fiscal year in which your Involuntary Termination occurs, pro-rated for the number of full months employed during the fiscal year.
2.Equity Award Vesting Acceleration. 100% of your then-outstanding and unvested Equity Awards will become vested in full. If, however, an outstanding Equity Award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to 100% of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s); provided however, that (A) if there is no “target” level, then the number that will vest shall be 100% of the maximum amount that could vest with respect to that relevant measurement period(s); and (B) if the performance period has been completed and the actual
performance achieved is greater than the target level, then the number that will vest shall be 100% of the amount that would vest based on that actual performance achievement level with respect to that relevant measurement period; and (C) if the performance criteria is a TSR or other measure based on the value of the Company’s stock, the amount that will vest will be calculated as if the measurement period ended on the date of the Change in Control (and including the final closing price of the Company’s stock on such date). Any Company stock options and stock appreciation rights shall thereafter remain exercisable following the Participant’s employment termination for the period prescribed in the respective option and stock appreciation right agreements.
Notwithstanding anything to the contrary herein, if you incur an Involuntary Termination in the Pre-Closing Change in Control Period, then any Equity Awards subject to performance-based vesting shall remain eligible to vest by their terms based on (i) actual performance if the performance period ends prior to the Change in Control; or (ii) in accordance with the above paragraph if the performance period remains outstanding as of the Change in Control.
3.Continued Medical Benefits. Your reimbursement of continued health coverage under COBRA or taxable monthly payment in lieu of reimbursement, as applicable, and as described in Section 5.3 of the Plan, will be provided for a period of 24 months following your termination of employment. Notwithstanding the foregoing, if you are not employed in the United States, the benefit under this paragraph will be a regional equivalent to COBRA determined by the Administrator in its sole discretion.
In order to receive any Severance Benefits for which you otherwise become eligible under the Plan, you must sign and deliver to the Company the Release, which must have become effective and irrevocable within the requisite period.
By your signature below, you and the Company agree that your participation in the Plan is governed by this Participation Agreement and the provisions of the Plan. Your signature below confirms that: (1) you have received a copy of the Plan; (2) you have carefully read this Participation Agreement and Plan; (3) decisions and determinations by the Administrator under the Plan will be final and binding on you and your successors; and (4) if you have previously entered into a Participation Agreement with the Company then you are revoking your prior Participation Agreement.
MARVELL TECHNOLOGY, INC. PARTICIPANT
__________________________
Signature Signature
___________________________
Name Date
Title
Attachment: Marvell Technology, Inc. Change in Control Severance Plan and Summary Plan Description
[Signature Page to the Participation Agreement]
TIER 2
Appendix A
Marvell Technology, Inc. Change in Control Severance Plan
Participation Agreement
Participation Agreement
Marvell Technology, Inc. (the “Company”) is pleased to inform you, ________________________, that you have been selected to participate in the Company’s Change in Control Severance Plan and Summary Plan Description (the “Plan”) as a Participant.
A copy of the Plan was delivered to you with this Participation Agreement. Your participation in the Plan is subject to all of the terms and conditions of the Plan. The capitalized terms used but not defined herein will have the meanings ascribed to them in the Plan.
In order to actually become a participant in the Plan, you must complete and sign this Participation Agreement and return it to [NAME] no later than [DATE].
In the event of a Change in Control where the successor corporation does not assume your Equity Awards or substitute Equity Awards for substantially similar awards with the same or more favorable vesting schedule as your Equity Awards, then your Equity Awards will accelerate and vest in full in accordance with Section 3 of the Plan.
Also, the Plan describes in detail certain circumstances under which you may become eligible for certain Severance Benefits under Section 5 of the Plan if, during the Change in Control Period, you incur an Involuntary Termination. If you become eligible for Severance Benefits as described in the Plan, then subject to the terms and conditions of the Plan, you will receive:
1.Cash Severance Benefits.
a.Base Salary. A lump-sum payment (less applicable withholding taxes) equal to 18 months of your annual base salary as in effect immediately prior to your Involuntary Termination (or if your Involuntary Termination is a termination for Good Reason due to a material reduction in your level of annual base salary, your annual base salary as in effect immediately prior to such reduction) or, if greater, at the level in effect immediately prior to the Change in Control.
b.Bonus. A lump-sum payment equal to 150% of your annual target bonus for the fiscal year in which your Involuntary Termination occurs or, if greater, your annual target bonus in effect immediately prior to the Change in Control.
c.Pro-Rata Bonus. A lump-sum payment equal to your annual target bonus for the fiscal year in which your Involuntary Termination occurs, pro-rated for the number of full months employed during the fiscal year.
2.Equity Award Vesting Acceleration. 100% of your then-outstanding and unvested Equity Awards will become vested in full. If, however, an outstanding Equity Award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to 100% of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s); provided however, that (A) if there is no “target” level, then the number that will vest shall be 100% of the maximum amount that could vest with respect to that relevant measurement period(s); and (B) if the performance period has been completed and the actual
performance achieved is greater than the target level, then the number that will vest shall be 100% of the amount that would vest based on that actual performance achievement level with respect to that relevant measurement period; and (C) if the performance criteria is TSR or other measure based on the value of the Company’s stock, the amount that will vest will be calculated as if the measurement period ended on the date of the Change in Control (and including the final closing price of the Company’s stock on such date). Any Company stock options and stock appreciation rights shall thereafter remain exercisable following the Participant’s employment termination for the period prescribed in the respective option and stock appreciation right agreements.
Notwithstanding anything to the contrary herein, if you incur an Involuntary Termination in the Pre-Closing Change in control Period, then any Equity Awards subject to performance-based vesting shall remain eligible to vest by their terms based on (i) actual performance if the performance period ends prior to the Change in Control; or (ii) in accordance with the above paragraph if the performance period remains outstanding as of the Change in Control.
3.Continued Medical Benefits. Your reimbursement of continued health coverage under COBRA or taxable monthly payment in lieu of reimbursement, as applicable, and as described in Section 5.3 of the Plan will be provided for a period of 18 months following your termination of employment. Notwithstanding the foregoing, if you are not employed in the United States, the benefit under this paragraph will be a regional equivalent to COBRA determined by the Administrator in its sole discretion.
In order to receive any Severance Benefits for which you otherwise become eligible under the Plan, you must sign and deliver to the Company the Release, which must have become effective and irrevocable within the requisite period.
By your signature below, you and the Company agree that your participation in the Plan is governed by this Participation Agreement and the provisions of the Plan. Your signature below confirms that: (1) you have received a copy of the Plan; (2) you have carefully read this Participation Agreement and Plan; (3) decisions and determinations by the Administrator under the Plan will be final and binding on you and your successors; and (4) if you have previously entered into a Participation Agreement with the Company then you are revoking your prior Participation Agreement.
MARVELL TECHNOLOGY, INC. PARTICIPANT
___________________________
Signature Signature
___________________________
Name Date
Title
Attachment: Marvell Technology, Inc. Change in Control Severance Plan and Summary Plan Description
[Signature Page to the Participation Agreement]
TIER 3
Appendix A
Marvell Technology, Inc. Change in Control Severance Plan
Participation Agreement
Participation Agreement
Marvell Technology, Inc. (the “Company”) is pleased to inform you, ________________________, that you have been selected to participate in the Company’s Change in Control Severance Plan and Summary Plan Description (the “Plan”) as a Participant.
A copy of the Plan was delivered to you with this Participation Agreement. Your participation in the Plan is subject to all of the terms and conditions of the Plan. The capitalized terms used but not defined herein will have the meanings ascribed to them in the Plan.
In order to actually become a participant in the Plan, you must complete and sign this Participation Agreement and return it to [NAME] no later than [DATE].
In the event of a Change in Control where the successor corporation does not assume your Equity Awards or substitute Equity Awards for substantially similar awards with the same or more favorable vesting schedule as your Equity Awards, then your Equity Awards will accelerate and vest in full in accordance with Section 3 of the Plan.
Also, the Plan describes in detail certain circumstances under which you may become eligible for certain Severance Benefits under Section 5 of the Plan if, during the Change in Control Period, you incur an Involuntary Termination. If you become eligible for Severance Benefits as described in the Plan, then subject to the terms and conditions of the Plan, you will receive:
1.Cash Severance Benefits.
a.Base Salary. A lump-sum payment (less applicable withholding taxes) equal to 12 months of your annual base salary as in effect immediately prior to your Involuntary Termination (or if your Involuntary Termination is a termination for Good Reason due to a material reduction in your level of annual base salary, your annual base salary as in effect immediately prior to such reduction) or, if greater, at the level in effect immediately prior to the Change in Control.
b.Bonus. A lump-sum payment equal to 100% of your annual target bonus for the fiscal year in which your Involuntary Termination occurs or, if greater, your annual target bonus in effect immediately prior to the Change in Control.
c.Pro-Rata Bonus. A lump-sum payment equal to your annual target bonus for the fiscal year in which your Involuntary Termination occurs, pro-rated for the number of full months employed during the fiscal year.
2.Equity Award Vesting Acceleration. 100% of your then-outstanding and unvested Equity Awards will become vested in full. If, however, an outstanding Equity Award is to vest and/or the amount of the award to vest is to be determined based on the achievement of
performance criteria, then the Equity Award will vest as to 100% of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s); provided however, that (A) if there is no “target” level, then the number that will vest shall be 100% of the maximum amount that could vest with respect to that relevant measurement period(s); and (B) if the performance period has been completed and the actual performance achieved is greater than the target level, then the number that will vest shall be 100% of the amount that would vest based on that actual performance achievement level with respect to that relevant measurement period; and (C) if the performance criteria is TSR or other measure based on the value of the Company’s stock, the amount that will vest will be calculated as if the measurement period ended on the date of the Change in Control (and including the final closing price of the Company’s stock on such date). Any Company stock options and stock appreciation rights shall thereafter remain exercisable following the Participant’s employment termination for the period prescribed in the respective option and stock appreciation right agreements.
Notwithstanding anything to the contrary herein, if you incur an Involuntary Termination in the Pre-Closing Change in control Period, then any Equity Awards subject to performance-based vesting shall remain eligible to vest by their terms based on (i) actual performance if the performance period ends prior to the Change in Control; or (ii) in accordance with the above paragraph if the performance period remains outstanding as of the Change in Control.
3.Continued Medical Benefits. Your reimbursement of continued health coverage under COBRA or taxable monthly payment in lieu of reimbursement, as applicable, and as described in Section 5.3 of the Plan, will be provided for a period of 12 months following your termination of employment. Notwithstanding the foregoing, if you are not employed in the United States, the benefit under this paragraph will be a regional equivalent to COBRA determined by the Administrator in its sole discretion.
In order to receive any Severance Benefits for which you otherwise become eligible under the Plan, you must sign and deliver to the Company the Release, which must have become effective and irrevocable within the requisite period.
By your signature below, you and the Company agree that your participation in the Plan is governed by this Participation Agreement and the provisions of the Plan. Your signature below confirms that: (1) you have received a copy of the Plan; (2) you have carefully read this Participation Agreement and t Plan ; (3) decisions and determinations by the Administrator under the Plan will be final and binding on you and your successors; and (4) if you have previously entered into a Participation Agreement with the Company then you are revoking your prior Participation Agreement.
MARVELL TECHNOLOGY, INC. PARTICIPANT
__________________________
Signature Signature
__________________________
Name Date
Title
Attachment: Marvell Technology, Inc. Change in Control Severance Plan and Summary Plan Description
[Signature Page to the Participation Agreement]
TIER 4
Appendix A
Marvell Technology, Inc. Change in Control Severance Plan
Participation Agreement
Participation Agreement
Marvell Technology, Inc. (the “Company”) is pleased to inform you, ________________________, that you have been selected to participate in the Company’s Change in Control Severance Plan and Summary Plan Description (the “Plan”) as a Participant.
A copy of the Plan was delivered to you with this Participation Agreement. Your participation in the Plan is subject to all of the terms and conditions of the Plan. The capitalized terms used but not defined herein will have the meanings ascribed to them in the Plan.
In order to actually become a participant in the Plan, you must complete and sign this Participation Agreement and return it to [NAME] no later than [DATE].
In the event of a Change in Control where the successor corporation does not assume your Equity Awards or substitute Equity Awards for substantially similar awards with the same or more favorable vesting schedule as your Equity Awards, then your Equity Awards will accelerate and vest in full in accordance with Section 3 of the Plan.
Also, the Plan describes in detail certain circumstances under which you may become eligible for certain Severance Benefits under Section 5 of the Plan if, during the Change in Control Period, you incur an Involuntary Termination. If you become eligible for Severance Benefits as described in the Plan, then subject to the terms and conditions of the Plan, you will receive:
1.Cash Severance Benefits.
a.Base Salary. A lump-sum payment (less applicable withholding taxes) equal to 6 months of your annual base salary as in effect immediately prior to your Involuntary Termination (or if your Involuntary Termination is a termination for Good Reason due to a material reduction in your level of annual base salary, your annual base salary as in effect immediately prior to such reduction) or, if greater, at the level in effect immediately prior to the Change in Control.
b.Bonus. A lump-sum payment equal to 50% of your annual target bonus for the fiscal year in which your Involuntary Termination occurs or, if greater, your annual target bonus in effect immediately prior to the Change in Control.
c.Pro-Rata Bonus. A lump-sum payment equal to your annual target bonus for the fiscal year in which your Involuntary Termination occurs, pro-rated for the number of full months employed during the fiscal year.
2.Equity Award Vesting Acceleration. 100% of your then-outstanding and unvested Equity Awards will become vested in full. If, however, an outstanding Equity Award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to 100% of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s); provided however, that (A) if there is no “target” level, then the number that will vest shall be 100% of the maximum amount that could vest with respect to that relevant measurement period(s); and (B) if the performance period has been completed and the actual
performance achieved is greater than the target level, then the number that will vest shall be 100% of the amount that would vest based on that actual performance achievement level with respect to that relevant measurement period; and (C) if the performance criteria is a TSR or other measure based on the value of the Company’s stock, the amount that will vest will be calculated as if the measurement period ended on the date of the Change in Control (and including the final closing price of the Company’s stock on such date). Any Company stock options and stock appreciation rights shall thereafter remain exercisable following the Participant’s employment termination for the period prescribed in the respective option and stock appreciation right agreements.
Notwithstanding anything to the contrary herein, if you incur an Involuntary Termination in the Pre-Closing Change in control Period, then any Equity Awards subject to performance-based vesting shall remain eligible to vest by their terms based on (i) actual performance if the performance period ends prior to the Change in Control; or (ii) in accordance with the above paragraph if the performance period remains outstanding as of the Change in Control.
3.Continued Medical Benefits. Your reimbursement of continued health coverage under COBRA or taxable monthly payment in lieu of reimbursement, as applicable, and as described in Section 5.3 of the Plan will be provided for a period of 6 months following your termination of employment. Notwithstanding the foregoing, if you are not employed in the United States, the benefit under this paragraph will be a regional equivalent to COBRA determined by the Administrator in its sole discretion.
In order to receive any Severance Benefits for which you otherwise become eligible under the Plan, you must sign and deliver to the Company the Release, which must have become effective and irrevocable within the requisite period.
By your signature below, you and the Company agree that your participation in the Plan is governed by this Participation Agreement and the provisions of the Plan. Your signature below confirms that: (1) you have received a copy of the Change in Control Severance Plan and Summary Plan Description; (2) you have carefully read this Participation Agreement and the Plan; (3) decisions and determinations by the Administrator under the Plan will be final and binding on you and your successors; and (4) if you have previously entered into a Participation Agreement with the Company then you are revoking your prior Participation Agreement.
MARVELL TECHNOLOGY INC. PARTICIPANT
_______________________
Signature Signature
________________________
Name Date
Title
Attachment: Marvell Technology, Inc. Change in Control Severance Plan and Summary Plan Description
[Signature Page to the Participation Agreement]
Exhibit 10.20
Marvell Technology, Inc.
Senior Executive Retirement Program
(Effective as of May 30, 2025)
1.Purpose of the Program. The Committee has adopted this Senior Executive Retirement Program, as may be amended from time to time (the “Retirement Program”), to provide the Eligible Executives (as defined below) with consistent treatment upon their desire to voluntary terminate employment due to retirement that recognizes their valuable contributions towards creating stockholder value as senior leaders of the Company. The Retirement Program also aims to create a common framework to provide standardized treatment and benefits for Eligible Executives nearing retirement age and to ensure efficient and effective departure and succession planning.
2.Definitions. As used in this Retirement Program, the following terms shall have the respective meanings set forth below:
(a)“Board” means the Board of Directors of the Company.
(b)“Cause” shall mean any of the following reasons:
(i)an act of material dishonesty made by the Eligible Executive in connection with the Eligible Executive’s job responsibilities as an employee;
(ii)the Eligible Executive’s conviction of, or plea of nolo contendere to, a felony or any crime involving fraud, embezzlement or moral turpitude;
(iii)the Eligible Executive’s gross misconduct;
(iv)the Eligible Executive’s willful unauthorized use or disclosure of any proprietary information or trade secrets of the Company (or a parent or subsidiary employing the Eligible Executive);
(v)the Eligible Executive’s willful breach of any obligations under any written agreement with the Company (or a parent or subsidiary employing the Eligible Executive) that is not cured within 10 days after Eligible Executive’s receipt of written notice from the Company specifying the breach;
(vi)the Eligible Executive’s willful refusal to cooperate in good faith with a governmental or internal investigation of the Company (or a parent or subsidiary employing the Eligible Executive) or their directors, officers or employees, if the Company has requested the Eligible Executive’s cooperation; or
(vii)the Eligible Executive’s willful failure to substantially perform the Eligible Executive’s employment duties with the Company (or a parent or subsidiary employing the Eligible Executive), other than as a result of incapacity due to physical or mental illness; provided that the action or conduct described in this clause (vii) will constitute “Cause” only if
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such failure continues after the Board or Chair of the Board has provided the Eligible Executive with a written demand for substantial performance setting forth in detail the specific respects in which the Company believes Eligible Executive has willfully failed to substantially perform his duties thereof and Eligible Executive has been provided a reasonable opportunity (to be not less than 20 days) to cure the same.
With respect to clauses (i)-(vi), if the condition triggering Cause is curable in the good faith judgment of the Committee, Eligible Executive will be provided written notice which specifically sets forth the factual basis for the Company’s belief that Cause has occurred, and a termination for Cause will not occur until Eligible Executive has been provided 10 business days after Eligible Executive’s receipt of the written notice to cure the condition.
(c)“COBRA” has the meaning ascribed to such term in Section 4(c)(i)
(d)“Code” means the Internal Revenue Code of 1986, as amended.
(e)“Committee” means the Compensation Committee of the Board.
(f)“Company” means Marvell Technology, Inc., a Delaware corporation.
(g)“Date of Retirement” means the date on which the Eligible Executive’s Retirement becomes effective, as determined by the Committee and mutually agreed by the Company and Eligible Executive in accordance with the requirements set forth in this Retirement Program. The Date of Retirement is the final date of employment with Company or, solely with respect to the Chief Executive Officer who has entered into a consulting agreement as outlined in Section 3(g), the final date of service in the role of the Executive Chair (“EC”) or a Strategic Advisor (“SA”), if later. The Date of Retirement shall meet the requirements of a Separation from Service for purposes of compliance with Section 409A.
(h)“Eligible Executive” means the Chief Executive Officer or an employee at the Executive Vice President level or above of the Company.
(i)“Eligible Equity Award” means an award of Stock Units or PSUs granted to the Eligible Executive.
(j)“PSU” means a restricted stock unit, the vesting of which is based, in whole or in part, upon the attainment of performance goals or conditions, granted under the Stock Plan.
(k)“Qualified Beneficiaries” has the meaning ascribed to such term in Section 4(c)(i) hereof.
(l)“Retirement” means a voluntary resignation by the Eligible Executive from employment with the Company or any of its subsidiaries after having satisfied the Rule of 65 Requirement, and shall not include: (i) a termination by the Company for Cause, (ii) a resignation by the Eligible Executive after being notified that the Company has elected to terminate the Eligible Executive’s employment, (iii) a termination or resignation by the Eligible
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Executive during the pendency of an investigation with respect to the Eligible Executive or after performance deficiencies have been identified and communicated to the Eligible Executive, or(iv) any other circumstance upon which the Company determines in good faith the Eligible Executive is not in good standing at the time of such termination determined by the Company. For the avoidance of doubt, Retirement is not considered an involuntary termination by the Company.
(m) “Retirement Benefits” means the payments and benefits described in Section 4 hereof that an Eligible Executive is eligible to receive pursuant to the terms of this Retirement Program. For the avoidance of doubt, if an Eligible Executive elects to voluntarily resign and becomes eligible for Retirement Benefits, they are not also eligible for other termination related payments or benefits (such as change in control or severance).
(n)“Retirement Program” has the meaning ascribed to such term in Section 1 hereof.
(o)“Retirement Request Notice” means advance written notice, in the form provided by the Company, specifying the Eligible Executive’s anticipated Date of Retirement and requesting to be considered for participation in the Retirement Program, which notice shall be submitted to the Chief Legal Officer and Chief Human Resources Officer, and in the case of the CEO, shall also be submitted to the lead independent member of the Board or Chairman of the Board provided such chair is not the CEO and the Chair of the Nominating and Governance Committee of the Board.
(p)“Rule of 65 Requirement” means, subject to the provisions below regarding the CEO, that, as of the Date of Retirement (i) the Eligible Executive (1) has reached the age of fifty-five (55); and (2) has completed a minimum of five (5) Years of Service; and (ii) the sum of the Eligible Executive’s age and years of completed Years of Service equals not less than 65. If the Chief Executive Officer transitions to the role of the EC or SA, as defined by the Committee, subject to entering into a consulting agreement for a SA role only, as outlined Section 3(g), then the Rule of 65 Requirement can also be met by satisfying one of the following (i) serving in the role of EC or SA, which shall count toward meeting the Years of Service requirement, or (ii) if the service as an EC or SA ends prior to satisfying the Rule of 65 Requirement, then the Chief Executive Officer will become eligible for Retirement Benefits, provided that he or she serves as an EC or SA for at least twelve (12) calendar months or until August 31, 2027, whichever is sooner.
(q)“Section 409A” has the meaning ascribed to such term in Section 12(a) hereof.
(r)“Separation from Service” has the meaning ascribed to such term in Section 12(b) hereof.
(s)“Stock Unit” means a restricted stock unit granted under the Stock Plan that vests solely based on the Eligible Executive’s continued service and which otherwise has the meaning ascribed to it in the Stock Plan.
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(t)“Stock Plan” means the Marvell Technology, Inc. Amended and Restated 1995 Stock Option Plan, as may be amended and restated from time to time, or any successor plan.
(u)“Years of Service” means the total number of full years in which the Eligible Executive has been in service as an employee of the Company or any of its subsidiaries or parent of the Company, based on the records of the Company, and to the extent so determined and approved by the Committee, including any service with a company that was acquired by, or combined with, the Company or any of its subsidiaries or parent of the Company, recognized for purposes of benefit eligibility and or service credit under the benefits programs of the Company or any of its subsidiaries or parent of the Company under the terms of a transaction agreement or otherwise. For purposes of this definition, a Year of Service shall mean a 365-day period (or 366-day period in the case of a leap year) that, for the first year of service, commences on the Eligible Executive’s date of hire and that, for any subsequent year, commences on an anniversary of that hiring. In the interest of clarity, a partial year of service shall not be treated as a Year of Service.
3.Retirement Eligibility Benefits. An Eligible Executive shall be eligible for the Retirement Benefits set forth in Section 4 only if the following conditions have been satisfied:
(a)the Eligible Executive provides the Retirement Request Notice in advance of the Eligible Executive’s anticipated Date of Retirement and the Eligible Executive continues employment through the anticipated Date of Retirement specified in the Retirement Request Notice, provided that the Committee, in its sole discretion, may waive any advance notice or continued service contemplated under this Section 3(a);
(b)The parties mutually agree on the Date of Retirement;
(c)the Eligible Executive is in “good standing” at the time the Retirement Request Notice is submitted, as determined by the Committee;
(d)the Eligible Executive has satisfied the Rule of 65 Requirement;
(e)the Committee approves the Eligible Executive’s request for participation in the Retirement Program;
(f)the Eligible Executive completes and delivers (and does not thereafter revoke) an effective Release, as set forth in Section 5 hereof;
(g)the Eligible Executive agrees to serve as a consultant to the Company, commencing as of immediately following the Date of Retirement, for no additional compensation payable to the Eligible Executive unless otherwise agreed to between the Eligible Executive and the Company, and Eligible Executive enters into the Company’s form of
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consulting agreement for the duration of the vesting period applicable to the Eligible Equity Awards following the Date of Retirement, as specified in Section 4(b) hereof;
(h)the Eligible Executive remains an Eligible Executive through the Date of Retirement;
(i)the Eligible Executive continues to comply with the provisions of any written agreement in effect between the Eligible Executive and the Company or any of its subsidiaries (including, but not limited to, the consulting agreement described in Section 3(vii)) that contains the provisions required by the Company for the duration of the vesting period applicable to the Eligible Equity Awards following the Date of Retirement, as specified in Section 4(b) hereof, as determined by the Committee; and
(j)the Committee determines that the Retirement Benefits described herein are not otherwise duplicative of payments already owed to the Eligible Executive under an employment, pre-existing retention, severance, change in control, or other compensation agreement or pursuant to any applicable laws.
4.Retirement Benefits. The Eligible Executive shall be eligible to receive the Retirement Benefits set forth in this Section 4 upon satisfaction of the requirements and conditions set forth in Section 3 hereof and as otherwise provided in the Retirement Program.
(a)Prorated Annual Incentive Plan Bonus. The Eligible Executive shall receive a lump-sum amount, payable within 30 days following the Date of Retirement, equal to a pro rata portion of the target amount (100% of target), as in effect as of the date the Eligible Executive’s participation in the Retirement Program was approved by the Committee, of the annual bonus payable under the Company’s Annual Incentive Plan for the fiscal year containing the Date of Retirement. “Pro rata portion” for purposes of this Section 4(a) shall mean a percentage, expressed as a fraction, the numerator of which is the number of days the Eligible Executive was employed as a full-time employee during the fiscal year applicable to the annual bonus, and the denominator of which is 365 days (or 366 days where the corresponding fiscal year is a leap year).
(b)Continued Vesting of Eligible Equity Awards:
(i)in the case of Eligible Equity Awards granted in the form of Stock Units, the Eligible Executive shall continue to vest in all Stock Units (if any) that are outstanding as of immediately prior to the Date of Retirement during the four quarterly vesting installments that next follows the Date of Retirement without regard to the Eligible Executive’s continued service through the applicable vesting dates;
(ii)in the case of Eligible Equity Awards granted in the form of PSUs that are scheduled to vest on or prior to the first anniversary of the Date of Retirement, the Eligible Executive shall continue to be eligible to vest in all PSUs (if any) that are outstanding as of immediately prior to the Date of Retirement based on the actual attainment level of the
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performance goals without regard to the Eligible Executive’s continued service through the applicable vesting date; and
(iii)in the case of Eligible Equity Awards granted in the form of PSUs that are scheduled to vest after the first anniversary of the Date of Retirement, the Eligible Executive shall continue to be eligible to vest in a pro rata portion of the PSUs that are outstanding as of the Date of Retirement based on actual attainment of the performance goals without regard to the Eligible Executive’s continued service through the applicable vesting date, with any fractional PSUs resulting from the pro rata vesting rounded up to the nearest whole PSU. “Pro rata portion” for purposes of this Section 4(b)(iii) shall mean a percentage, expressed as a fraction, the numerator of which is the number of calendar days the Eligible Executive was employed as a full-time employee during the performance period applicable to the corresponding PSUs, and the denominator of which is the total number of calendar days contained in the performance period applicable to the corresponding PSUs.
(c)Continued Medical, Dental and Vision Benefits.
(i)If, immediately prior to the Date of Retirement, the Eligible Executive and the Eligible Executive’s spouse (the “Qualified Beneficiaries”) have coverage under a medical, dental and/or vision plan sponsored by the Company, each Qualified Beneficiary will be entitled to continue their existing coverage at no cost under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA”) or as otherwise permitted under existing plans sponsored by Company, which may be amended from time to time, and applicable law, until the first to occur of the date (i) the Eligible Executive attains age 65; (ii) either the Eligible Executive or Eligible Executive’s spouse becomes eligible for group health plan coverage from another employer or (iii) solely with respect to the Eligible Executive’s spouse, such spouse attains age 65. (the “Continued Benefit Period”).
(ii) If the Company determines it can no longer provide the benefits in Section 4 (c)(1), the Company will in lieu provide the Eligible Executive with periodic payments, payable based on the same schedule that applied to the coverage provided pursuant to Section 4(c)(i), each in the amount equal to the monthly COBRA premium (on an after-tax basis) at the rate in effect at the time such determination is made, that the Eligible Executive would be required to pay to continue the existing medical, dental or vision coverage for the Qualified Beneficiaries for the remainder of the Continued Benefit Period.
(iii)Each Qualified Beneficiary shall have an obligation to inform the Company if a Qualified Beneficiary becomes eligible for group coverage from another employer while receiving coverage under Section 4 (c)(i) or payment(s) under Section 4 (c)(ii) from the Company. A Qualified Beneficiary may not change or otherwise increase the benefits coverage during the Continued Benefit Period unless Qualified Beneficiary does so at the Qualified Beneficiary’s own expense.
(iv)All, or a portion, of this period of coverage may for tax purposes be considered income to the Eligible Executive. Any period of coverage under Section 4(c)(i) shall be considered part of a Qualified Beneficiaries COBRA coverage entitlement period.
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5.Release. The Retirement Benefits payable hereunder shall not be paid or become available unless the Eligible Executive delivers (and does not revoke) an executed and effective release acceptable to the Company releasing the Company, its subsidiaries, stockholders, partners, officers, directors, employees and agents from any and all claims and from any and all causes of action of any kind, including but not limited to all claims or causes of action arising out of the Eligible Executive’s employment with the Company and/or the termination of such employment (the “Release”). The Eligible Executive shall execute and return such Release within the time period provided for by the Company (the “Release Deadline”). If the Release has not been returned on or before the Release Deadline, the Eligible Executive shall not be entitled to any Retirement Benefits payable hereunder.
6.Administration of the Retirement Program. The Retirement Program shall be administered by the Committee. Subject to the provisions set forth herein, the Committee shall take such actions as are required or permitted to be taken by it hereunder and shall have full and complete authority to interpret all provisions of the Retirement Program; to construe and interpret the Retirement Program and any agreement or instrument entered into under the Retirement Program, including any unclear, uncertain or disputed terms thereof; to establish, amend, waive or rescind rules and regulations for the Plan’s administration; to amend any agreement or instrument entered into under the Retirement Program and to make all other determinations which may be necessary or advisable for the administration of the Retirement Program. The Committee may employ accountants and counsel and other persons to assist or render advice to it, all at the expense of the Company.
The Committee may delegate any or all of its authority granted under the Retirement Program to an executive or executives of the Company to the extent authorized under applicable law. The executive or executives to whom the Committee has delegated authority to administer the Retirement Program shall be considered the administrator of the Retirement Program.
All determinations and decisions of the Committee (or its delegate) as to any disputed question or any other issue arising under the Retirement Program, including questions of construction and interpretation, shall be final, conclusive, and binding on all parties.
7.Taxes. The Company shall have authority to withhold or cause to have withheld from all payments due to the Eligible Executive (or their beneficiary or estate) applicable taxes and contributions mandated by federal, state, local or other law. However, regardless of any action taken by the Company or any of its subsidiaries employing the Eligible Executive, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to Eligible Executive’s participation in the Retirement Program and legally applicable or deemed applicable to the Eligible Executive is and remains the Eligible Executive’s responsibility and may exceed the amount, if any, actually withheld by the Company or any of its subsidiaries employing the Eligible Executive.
8.Scope of Retirement Program. Nothing expressed or implied in this Retirement Program shall create any right or duty on the part of the Company or the Eligible Executive to have the Eligible Executive remain in the employment of the Company, unless otherwise agreed
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upon by the Company and the Eligible Executive. If this Retirement Program or the employment of the Eligible Executive is terminated under circumstances in which the Eligible Executive is not entitled to any Retirement Benefits, neither the Eligible Executive nor the Company shall have any further obligation or liability hereunder.
9.Retirement Benefits Neither Replace nor Supplement Other Separation Benefits. The Retirement Benefits provided under this Retirement Program are neither intended to replace nor supplement other separation benefits for which the Eligible Executive may be eligible, including but not limited to, benefits that may be received upon change in control or other termination severance benefits, including, in the interest of clarity, the Company Change in Control Severance Plan.
10.Amendment and Termination of the Retirement Program. The Committee may at any time amend, alter, suspend or terminate the Retirement Program, provided that any such action that materially and adversely impacts the rights of an Eligible Executive who has met the requirements of Section 4 shall not be effective without the Eligible Executive’s written consent.
11.Eligible Equity Award Provisions. The terms of this Retirement Program are intended to and shall modify and supersede the terms set forth in the agreement evidencing the Eligible Equity Awards. In the event of any conflict or inconsistency between the terms of the agreement evidencing an Eligible Equity Award and the terms set forth in this Retirement Program, the terms in this Retirement Program shall prevail over the terms set forth in the agreement evidencing the Eligible Equity Award.
12.Section 409A.
(a)The Retirement Program is intended to comply with the requirements of Section 409A of the Code and any U.S. Treasury Regulations and U.S. Internal Revenue Service guidance thereunder, as each may be amended from time to time (“Section 409A”) so that no non-qualified deferred compensation subject to Section 409A provided under this Retirement Program shall be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.
(b)Notwithstanding any agreement evidencing the grant of the Eligible Equity Award Units, if the Eligible Equity Awards constitute non-qualified deferred compensation subject to Section 409A, as determined in the sole discretion of the Company, and the Eligible Executive is a U.S. taxpayer, the Eligible Equity Awards that are no longer subject to a substantial risk of forfeiture, as determined in accordance with Section 409A, shall be settled, without regard to the vesting schedule set forth in the agreement including any provision governing vesting acceleration events, on the earliest to occur of (i) the applicable vesting date set forth in the agreement, (ii) a “change in control event” within the meaning of U.S. Treas. Reg. § 1.409A-3(i)(5) (a “409A CIC Event”), (iii) a “separation from service” within the meaning of Section 409A of the Code of the Participant (a “Separation from Service”) that occurs following a 409A CIC Event, provided that if the Eligible Executive is a “specified employee” within the meaning of Section 409A of the Code on the date the Eligible Executive experiences a Separation from Service, then the Stock Units shall instead be settled on the first
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business day of the seventh month following the Eligible Executive’s Separation from Service, to the extent such delayed payment is required in order to avoid a prohibited distribution under Section 409A of the Code, and (iv) the Eligible Executive’s death. For purposes of Section 409A of the Code, each “payment” (as defined by Section 409A of the Code) made under this Retirement Program shall be considered a “separate payment.” Further, if any period in which to consider the release requirement described in Section 5 spans two calendar years, then the payments contemplated thereunder shall be paid in the second calendar year.
(c)Notwithstanding anything to the contrary in this Retirement Program, the Committee may amend the Retirement Program, or take any other actions, as deemed necessary or appropriate to (a) preserve the intended tax treatment of the payments or benefits under the Retirement Program, or (b) comply with the requirements of Section 409A and thereby avoid the application of any penalty taxes under Section 409A, but the Committee shall not be under any obligation to make any such amendment. Nothing in this Retirement Program shall provide a basis for any person to take action against the Company based on matters covered by Section 409A, including the tax treatment of any payment or benefit under the Retirement Program, and the Company shall not under any circumstances have any liability to the Eligible Executive, his estate or any other party for any taxes, penalties or interest due on any payment or benefit under this Retirement Program, including taxes, penalties or interest imposed under Section 409A of the Code.
13.Governing Law and Venue; Validity. This Retirement Program shall be governed by the laws of the State of California without giving effect to the conflict of law principles thereof. For purposes of litigating any dispute that arises under this Retirement Program, the parties hereby submit to and consent to the exclusive jurisdiction of the State of California, and agree that such litigation will be conducted exclusively in the courts of Santa Clara County, California, or the federal courts for the United States for the Northern District of California, and no other courts.
14.Severability. In the event that any provision in this Retirement Program will be held invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Retirement Program.
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Exhibit 31.1
CERTIFICATION
I, Matthew J. Murphy, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Marvell Technology, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 29, 2025 | By: | /S/ MATTHEW J. MURPHY | ||||||
Matthew J. Murphy Chairman and Chief Executive Officer (Principal Executive Officer) | ||||||||
Exhibit 31.2
CERTIFICATION
I, Willem Meintjes, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Marvell Technology, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 29, 2025 | By: | /S/ WILLEM MEINTJES | ||||||
Willem Meintjes Chief Financial Officer (Principal Financial Officer) | ||||||||
Exhibit 32.1
CERTIFICATION
I, Matthew J. Murphy, the Principal Executive Officer of Marvell Technology, Inc. (the “Registrant”), certify for the purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge,
(i)the Quarterly Report of the Registrant on Form 10-Q for the fiscal quarter ended August 2, 2025 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(ii)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
Date: August 29, 2025 | By: | /S/ MATTHEW J. MURPHY | ||||||
Matthew J. Murphy Chairman and Chief Executive Officer (Principal Executive Officer) | ||||||||
Exhibit 32.2
CERTIFICATION
I, Willem Meintjes, the Principal Financial Officer of Marvell Technology, Inc. (the “Registrant”), certify for the purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge,
(i)the Quarterly Report of the Registrant on Form 10-Q for the fiscal quarter ended August 2, 2025 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(ii)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
Date: August 29, 2025 | By: | /S/ WILLEM MEINTJES | ||||||
Willem Meintjes Chief Financial Officer (Principal Financial Officer) | ||||||||