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Marvell Technology, Inc. - Annual Report: 2025 (Form 10-K)

(in millions)Total current liabilities  Long-term debt  Other non-current liabilities  Total liabilities  Commitments and contingencies (Note 8)Stockholders’ equity:
Preferred stock, $ par value; shares authorized; shares issued and outstanding
  
Common stock, $ par value; billion shares authorized; and shares issued and outstanding in fiscal 2025 and 2024, respectively
  Additional paid-in capital  Accumulated other comprehensive income  Accumulated deficit()()Total stockholders’ equity  Total liabilities and stockholders’ equity$ $ 
See accompanying Notes to Consolidated Financial Statements.

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CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share amounts)
Year Ended
February 1,
2025
February 3,
2024
January 28,
2023
Net revenue$ $ $ 
Cost of goods sold   
Gross profit   
Operating expenses:
Research and development   
Selling, general and administrative   
Legal settlement   
Restructuring related charges   
Total operating expenses   
Operating income (loss)()() 
Interest expense()()()
Interest income and other, net   
Interest and other loss, net()()()
Income (loss) before income taxes()() 
Provision (benefit) for income taxes()  
Net loss$()$()$()
Net loss per share — basic$()$()$()
Net loss per share — diluted$()$()$()
Weighted-average shares:
Basic   
Diluted   
See accompanying Notes to Consolidated Financial Statements.
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MARVELL TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(In millions)
Year Ended
February 1,
2025
February 3,
2024
January 28,
2023
Net loss$()$()$()
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 loss, net of tax$()$()$()
See accompanying Notes to Consolidated Financial Statements.
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MARVELL TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In millions, except per share amounts)
 Common Stock
Additional Paid-in Capital
Accumulated Other Comprehensive Income (Loss)
Retained Earnings
(Accumulated Deficit)
SharesAmountTotal
Balance at January 29, 2022 $ $ $ $ $ 
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 (cumulatively $ per share)
— — — ()()
Net loss— — — ()()
Balance at January 28, 2023     
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 (cumulatively $ per share)
— — — ()()
Net loss— — — ()()
Other comprehensive income— — — —  
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()— ()— ()
Vestings of common stock in connection with customer warrant— —  — —  
Cash dividends declared and paid (cumulatively $ per share)
— — — ()()
Net loss— — — ()()
Other comprehensive loss— — — ()— ()
Balance at February 1, 2025 $ $ $ $()$ 
See accompanying Notes to Consolidated Financial Statements.
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MARVELL TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
Year Ended
February 1,
2025
February 3,
2024
January 28,
2023
Cash flows from operating activities:
Net loss$()$()$()
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization   
Stock-based compensation   
Amortization of acquired intangible assets   
Amortization of inventory fair value adjustment associated with acquisitions   
Restructuring related impairment charges   
Deferred income taxes()  
Other expense, net
Changes in assets and liabilities, net of acquisitions:
Accounts receivable  ()
Prepaid expenses and other assets ()()
Inventories() ()
Accounts payable ()()
Accrued employee compensation   
Accrued liabilities and other non-current liabilities   
Net cash provided by operating activities   
Cash flows from investing activities:
Purchases of technology licenses()()()
Purchases of property and equipment()()()
Acquisitions, net of cash acquired() ()
Other, net () 
Net cash used in investing activities()()()
Cash flows from financing activities:
Repurchases of common stock()()()
Proceeds from employee stock plans   
Tax withholding paid on behalf of employees for net share settlement()()()
Dividend payments to stockholders()()()
Payments on technology license obligations()()()
Proceeds from borrowings   
Principal payments of debt()()()
Other, net()() 
Net cash used in financing activities()()()
Net increase (decrease) in cash and cash equivalents()  
Cash and cash equivalents at beginning of the year   
Cash and cash equivalents at end of the year$ $ $ 
See accompanying Notes to Consolidated Financial Statements.
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MARVELL TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1 —


Note 2 —





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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


% of gross accounts receivable, compared with three customers at February 3, 2024, who represented % of gross accounts receivable, respectively. This presentation is at the customer consolidated level.

 %**Distributor:Distributor A % % %
*Less than 10% of net revenue.

The Company continuously monitors the creditworthiness of its distributor and direct customers, and believes the distributors’ sales to diverse end customers and to diverse geographies further serve to mitigate the Company’s exposure to credit risk.


to years for machinery and equipment, and to years for computer software, and furniture and fixtures. Buildings are depreciated over an estimated useful life of years and building improvements are depreciated over estimated useful lives of years. Leasehold improvements are depreciated over the shorter of the remaining lease term or the estimated useful life of the asset.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)






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. The Company may offer a longer warranty period in limited situations based on product type and negotiated warranty terms with certain customers. The warranty accrual is estimated primarily based on historical claims compared to historical revenues and assumes that the Company will have to replace products subject to a claim. From time to time, the Company becomes aware of specific warranty situations, and it records specific accruals to cover these exposures.





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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)




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Note 3 —

  %$  %$  %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):
Year Ended
February 1,
2025
% of Total
Year Ended
February 3,
2024
% of Total
Year Ended
January 28,
2023
% of Total
Net revenue based on destination of shipment:
China$  %$  %$  %
United States  %  %  %
Taiwan  %  %  %
Singapore  %  %  %
Thailand  %  %  %
Japan  %  %  %
Malaysia  %  %  %
Finland  %  %  %
Other  %  %  %
$ $ $ 
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


  %$  %$  %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 year ended February 1, 2025, that was included in deferred revenue balance at February 3, 2024 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 million shares (“Warrant Shares”) of the Company’s common stock at an exercise price of $ per share. The warrant has an exercise term of and a vesting term of . 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 vesting term. The grant date fair value of the Warrant was determined to be $ per share and a total fair value of $ million using the Black-Scholes option pricing model. A total of  million Warrant Shares were vested as of February 1, 2025.

See “Note 11 – Equity Compensation and Employee Benefit Plans” for additional information.

Sales Commissions

The Company has elected to apply the practical expedient to expense commissions when incurred as the amortization period is typically one year or less. These costs are recorded in selling, general and administrative expenses in the consolidated statements of operations.

Note 4 — 

 $ $ Restructuring related charges included in operating expenses   Restructuring related charges included in net loss$ $ $ 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


 $ $ Impairment and write-off of assetsAcquired intangible assets   
Purchased technology licenses
   
Inventories
   
Property and equipment
   
Other non-current assets
   
Recognition of future contractual obligations
   
Other Exit Related Costs
Employee Severance and Related Costs
Other Exit Related Costs
Employee Severance and Related Costs
Other Exit Related Costs
Total )        $ $ $ $ $ $ 

(1)Impairment and other non-cash charges of $ million recognized in fiscal 2025 were recorded directly to the consolidated statements of operations and were not included in the restructuring liability balances above.
(2)Includes recognition of restructuring liabilities for future contractual obligations as a result of the cease use of related assets.

The current portion of the restructuring liability at February 1, 2025 is comprised of $ million and $ 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 consolidated balance sheets.

Note 5 —

activity from acquisitions or divestitures recorded to goodwill in fiscal 2025 and 2024. The carrying value of total goodwill as of February 1, 2025 and February 3, 2024 was $ billion.

The Company has identified that its business operates as a single operating segment and as a single reporting unit for the purpose of goodwill impairment testing. The Company’s annual test for goodwill impairment as of the last day of the fourth quarter of fiscal 2025 did t result in any impairment charge.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


 $()$ Customer contracts and related relationships () Trade names () Total acquired amortizable intangible assets () In-process research and development —  n/aTotal 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 $ million related to certain 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 4 – Restructuring” for further information.

 $()$ Customer contracts and related relationships () Trade names () Total acquired amortizable intangible assets () In-process research and development —  n/aTotal acquired intangible assets$ $()$ 

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 to years. In the event the IPR&D is abandoned, the related assets will be written off.

Amortization for acquired intangible assets was $ billion during the years ended February 1, 2025, February 3, 2024 and January 28, 2023.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


 2027 2028 2029 2030 Thereafter $ 

Note 6 —

 $ $ $ Prepaid expenses and other current assets:Foreign currency forward contracts    Other non-current assets:Marketable equity investments    Severance pay fund    Total assets$ $ $ $ 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


 million and $ million, respectively, and are included in other non-current assets in the Company’s consolidated balance sheets.

 $ $ $ Prepaid expenses and other current assets:Foreign currency forward contracts    Other non-current assets:Marketable equity investments    Severance pay fund    Total assets$ $ $ $ 

There were no transfers of assets between levels in either fiscal 2025 or 2024.

Fair Value of Debt

The Company classified the 2026 Term Loan, 2026 Senior Notes, 2028 Senior Notes, 2029 Senior Notes, 2031 Senior Notes, and 2033 Senior Notes as Level 2 in the fair value measurement hierarchy. The carrying value of the 2026 Term Loan approximates its fair value as the 2026 Term Loan is carried at a market observable interest rate that resets periodically. The estimated aggregate fair value of the unsecured senior notes was $ billion at February 1, 2025 and $ billion at February 3, 2024, and were classified as Level 2 as there are quoted prices from less active markets for the notes. See “Note 7 – Debt” for additional information.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


Note 7 —

 $ Term Loan Total  
% MTG/MTI 2028 Senior Notes
  
% 2026 Senior Notes
  
% 2028 Senior Notes
  
% 2029 Senior Notes
  
% 2031 Senior Notes
  
% 2033 Senior Notes
  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 February 1, 2025, the current portion of outstanding debt that is due within twelve months includes a portion of the 2026 Term Loan - Tranche. The weighted-average interest rate on short-term debt outstanding at February 1, 2025 and February 3, 2024 was % and %, respectively.

2024 and 2026 Term Loans

On December 7, 2020, the Company entered into a term loan credit agreement with a lending syndicate led by JP Morgan Chase Bank, N.A (the “2024 and 2026 Term Loan Agreement”) in order to finance the acquisition of Inphi Corporation (“Inphi”). The 2024 and 2026 Term Loan Agreement provides for borrowings of $ billion consisting of: (i) $ million loan with a term from the funding date (the “3-Year Tranche Loan”) and (ii) $ million loan with a term from the funding date (the “5-Year Tranche Loan” and, together with the 3-Year Tranche Loan, the “2024 and 2026 Term Loans”).

On April 14, 2023, the Company entered into an amendment to the 2024 and 2026 Term Loan Agreement. The amendment modifies the existing agreement to, among other things, adopt Secured Overnight Financing Rate (“SOFR”) interest rates and conform the maximum leverage ratio financial covenant with the amended and restated revolving credit agreement.

The Tranche Loan, due on April 19, 2024, which had a remaining principal of $ million, was repaid in full during the quarter ended October 28, 2023.

Pursuant to the amended 2024 and 2026 Term Loan Agreement, the Tranche Loan has a stated floating interest rate which equates to adjusted term SOFR + bps. The effective interest rate for the Tranche Loan was % as of February 1, 2025. The Tranche Loan requires scheduled principal payments at the end of each fiscal quarter equal to (i) % of the aggregate principal amount on the term funding date for the first four full fiscal quarters following the term loan funding date, (ii) % of the aggregate principal amount on the term funding date for the fifth through twelfth full fiscal quarters following the term loan funding date, and (iii) % of the aggregate principal amount on the term funding date for each fiscal quarter following the twelfth full fiscal quarter following the term loan funding date. During the year ended February 1, 2025, the Company repaid $ million of the principal outstanding of the Tranche Loan. As of February 1, 2025, the Company has $ million of Tranche Loan borrowings outstanding.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


 million. On April 14, 2023, the Company entered into an agreement to amend and restate the credit facility to increase the borrowing capacity to $ billion (as so amended and restated, the “2023 Revolving Credit Facility”). The 2023 Revolving Credit Facility has a term and a stated floating interest rate which equates to an adjusted term SOFR plus an applicable margin. The borrowings from the Revolving Loans 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. This annual rate was % at February 1, 2025.

As of February 1, 2025, the 2023 Revolving Credit Facility was undrawn and is available for draw down through April 14, 2028.

The 2023 Revolving Credit Facility requires that the Company and its subsidiaries comply with covenants relating to customary matters. The covenants are consistent with the 2024 and 2026 Term Loan Agreement covenants discussed above.

As of February 1, 2025, the Company was in compliance with its debt covenants for the credit agreements discussed above.

2029 and 2033 Senior Unsecured Notes

On September 18, 2023, the Company completed an offering of (i) $ million aggregate principal amount of the Company’s % Senior Notes due 2029 (the “2029 Senior Notes”) and (ii) $ million aggregate principal amount of the Company’s % Senior Notes due 2033 (the “2033 Senior Notes”, and, together with the 2029 Senior Notes, the “2029 and 2033 Senior Notes”).

The 2029 Senior Notes have a -year term and mature on February 15, 2029, and the 2033 Senior Notes have a -year term and mature on September 15, 2033. The stated and effective interest rates for the 2029 Senior Notes are % and %, respectively. The stated and effective interest rates for the 2033 Senior Notes are % and %, respectively. The Company may redeem the 2029 and 2033 Senior Notes, in whole or in part, at any time prior to their maturity at the redemption prices set forth in 2029 and 2033 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 2029 and 2033 Senior Notes being rated below investment grade), the Company will be required to make an offer to repurchase the 2029 and 2033 Senior Notes at a price equal to % of the principal amount of the notes, plus accrued and unpaid interest to, but excluding, the repurchase date. The indenture governing the 2029 and 2033 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 February 1, 2025, the Company had $ billion borrowings outstanding from 2029 and 2033 Senior Notes.

2026, 2028 and 2031 Senior Unsecured Notes

On April 12, 2021, the Company completed an offering of (i) $ million aggregate principal amount of the Company’s % Senior Notes due 2026 (the “2026 Senior Notes”), (ii) $ million aggregate principal amount of the Company’s % Senior Notes due 2028 (the “2028 Senior Notes”) and (iii) $ million aggregate principal amount of the Company’s % Senior Notes due 2031 (the “2031 Senior Notes”, and, together with the 2026 Senior Notes and the 2028 Senior Notes, the “2026, 2028 and 2031 Senior Notes”). On October 8, 2021, the 2026, 2028 and 2031 Senior Notes issued on April 12, 2021 were exchanged for new notes. The terms of the new notes issued in the exchange are substantially identical to the notes issued in April 2021, except that the new notes are registered under the Securities Act of 1933, as amended (the “Securities Act”) and the transfer restrictions and registration rights applicable to the 2026, 2028 and 2031 Senior Notes issued in April 2021 do not apply to the new notes.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


-year term and mature on April 15, 2026, the 2028 Senior Notes have a -year term and mature on April 15, 2028, and the 2031 Senior Notes have a -year term and mature on April 15, 2031. The stated and effective interest rates for the 2026 Senior Notes are % and %, respectively. The stated and effective interest rates for the 2028 Senior Notes are % and %, respectively. The stated and effective interest rates for the 2031 Senior Notes are % and %, respectively. The Company may redeem the 2026, 2028 and 2031 Senior Notes, in whole or in part, at any time prior to their respective maturity at the redemption prices set forth in the indenture governing the 2026, 2028 and 2031 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 2026, 2028 and 2031 Senior Notes being rated below investment grade), the Company will be required to make an offer to repurchase the 2026, 2028 and 2031 Senior Notes at a price equal to % of the principal amount of the notes, plus accrued and unpaid interest to, but excluding, the repurchase date. The indenture governing the 2026, 2028 and 2031 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 February 1, 2025, the Company had $ billion borrowings outstanding from 2026, 2028 and 2031 Senior Notes.

2023 and 2028 Senior Unsecured Notes

On June 22, 2018, the Company’s Bermuda-based parent company Marvell Technology Group, Ltd. (“MTG”) completed a public offering of (i) $ million aggregate principal amount of % Senior Notes due 2023 (the “MTG 2023 Notes”) and (ii) $ million aggregate principal amount of % Senior Notes due 2028 (the “MTG 2028 Notes” and, together with the MTG 2023 Notes, the “MTG Senior Notes”).

In April 2021, in conjunction with the Company’s U.S. domiciliation, the Company commenced Exchange Offers on April 19, 2021 for the outstanding $ billion in aggregate principal amount of the MTG Senior Notes outstanding in exchange for corresponding senior notes to be issued by the Company’s U.S. domiciled parent MTI. MTI made an offer to (i) exchange any and all of the outstanding MTG 2023 Notes for up to an aggregate principal amount of $ million of new % Senior Notes due 2023 issued by MTI (the “MTI 2023 Notes”) and to (ii) exchange any and all of the outstanding MTG 2028 Notes for up to an aggregate principal amount of $ million of new % Senior Notes due 2028 issued by MTI (the “MTI 2028 Notes” and, together with the MTI 2023 Notes, the “MTI Senior Notes”). Each new series of MTI Senior Notes have the same interest rate, maturity date, redemption terms and interest payment dates and are subject to substantially similar covenants as the corresponding series of the MTG Senior Notes for which they were offered in exchange.

The settlement of the Exchange Offers occurred on May 4, 2021 with $ million aggregate principal amount of the MTG 2023 Notes and $ million aggregate principal amount of the MTG 2028 Notes. The exchange was accounted for as a debt modification in accordance with applicable accounting guidance. On December 16, 2021, the MTI Senior Notes issued on May 4, 2021 were exchanged for new notes. The terms of the new notes issued in the exchange are substantially identical to the notes issued in May 2021, except that the new notes are registered under the Securities Act and the transfer restrictions and registration rights applicable to the MTI Senior Notes issued in May 2021 do not apply to the new notes.

The MTI 2023 Notes and MTG 2023 Notes with aggregate principal of $ million matured on June 22, 2023 and was repaid.

The MTI 2028 Notes mature on June 22, 2028. The stated and effective interest rates for the MTI 2028 Notes are % and %, respectively. The Company may redeem the MTI Senior Notes, in whole or in part, at any time prior to their maturity at the redemption prices set forth in MTI 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 MTI Senior Notes being rated below investment grade), the Company will be required to make an offer to repurchase the MTI Senior Notes at a price equal to % of the principal amount of the notes, plus accrued and unpaid interest to, but excluding, the repurchase date. The indenture governing the MTI 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.

The MTG 2028 Notes mature on June 22, 2028. The stated and effective interest rates for the MTG 2028 Notes are % and %, respectively. The Company may redeem the MTG Senior Notes, in whole or in part, at any time prior to their maturity at the redemption prices set forth in MTG Senior Notes.

As of February 1, 2025, the Company had $ million borrowings outstanding from MTI 2028 Notes and MTG 2028 Notes.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


 million, $ million, and $ million of interest expense, respectively, in its consolidated statements of operations related to interest, amortization of debt issuance costs and accretion of discount associated with the outstanding debt.

 2027 2028 2029 2030 Thereafter Total$ 

Note 8 —

. 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, and minimum purchase commitments under technology service agreements.

 $ 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.

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.

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to years. In addition, the Company committed to certain purchase levels that were in line with the capacity reserved. During the first and second quarters of fiscal 2025, the Company worked with its foundry and test and assembly suppliers to amend certain manufacturing supply capacity reservation agreements, which resulted in reducing the Company’s related purchase level commitments. The Company currently estimates that it has agreed to purchase level commitments of at least $ million of wafers, substrates, and other manufacturing products for fiscal 2026 through fiscal 2033 under the capacity reservation agreements. In addition, total fees and refundable deposits payable under these arrangements are $ million in fiscal 2026 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 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 4 – Restructuring” for further information. Aggregate remaining fees of $ 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.

During the third quarter of fiscal 2023, the Company entered into a settlement agreement with a customer in relation to a contractual dispute pursuant to which the Company agreed to pay the customer $ million over several quarters. The amount has been paid in full.

As of the end of fiscal 2024, the Company recognized charges of $ million in the aggregate for product related claims, including amounts recognized in previous quarters. Such claims were fully resolved in the fourth quarter of fiscal 2024.

In the third quarter of fiscal 2025, the Company reserved $ million in relation to a contractual disagreement with a customer that was influenced by the restructuring actions initiated by the Fiscal 2025 Plan. See “Note 4 – Restructuring” for additional information. Subsequent to fiscal 2025 year end, the Company reached an agreement with the customer to resolve the matter, in an amount that was not materially different than previously estimated, as reflected in the accompanying fiscal 2025 consolidated financial statements accordingly.

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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)



Note 9 —

 $ $ Cash paid for amounts included in the measurement of operating lease liabilities$ $ $ 
Right-of-use assets obtained in exchange for lease obligations
$ $ $ 

The effect of operating lease right-of-use asset amortization of $ million, $ million and $ million is included in changes in Other expense, net in the cash provided by operating activities section on the consolidated statements of cash flows for the years ended February 1, 2025, February 3, 2024, and January 28, 2023, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


Weighted-average discount rate % %

Note 10 —

million shares of $ par value preferred stock and  billion shares of $ par value common stock. As of February 1, 2025 and February 3, 2024, shares of preferred stock were outstanding.

Restricted Stock

In connection with an acquisition in fiscal 2023, the Company granted  million shares of unregistered restricted stock, which is subject to certain vesting conditions.

Restricted Stock Unit Withholdings

For the years ended February 1, 2025, February 3, 2024, and January 28, 2023, the Company withheld approximately  million,  million and  million shares, or $ million, $ million, and $ million of common stock, respectively, in settlement of employee tax withholding obligations due upon the vesting of restricted stock.

Cash Dividends on Shares of Common Stock

During fiscal 2025, the Company declared and paid cash dividends of $ per common stock, or $ million, on the Company’s outstanding common stock. During fiscal 2024, the Company declared and paid cash dividends of $ per common stock, or $ million, on the Company’s outstanding common stock. During fiscal 2023, the Company declared and paid cash dividends of $ per common stock, or $ million, on the Company’s outstanding common stock.

Any future dividends will be subject to the approval of the Company’s Board of Directors.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


billion stock repurchase program with no fixed expiration. The stock repurchase program replaced in its entirety the prior $ billion stock repurchase program. On October 16, 2018, the Company announced that its Board of Directors authorized a $ 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 $ billion addition to the balance of its existing stock repurchase program. 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, legal rules and regulations, 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.

The Company repurchased million shares of its common stock for $ million during fiscal 2025, million shares of its common stock for $ million during fiscal 2024 and  million shares of its common stock for $ million during fiscal 2023. The repurchased shares of stock were retired immediately after the repurchases were completed. The Company records all repurchases, as well as investment purchases and sales, based on their trade date. As of February 1, 2025, a total of million shares of stock have been repurchased to date under the Company’s stock repurchase program for a total $ billion in cash and there was $ billion remaining available for future stock repurchases.

Subsequent to fiscal 2025 year end through March 11, 2025, the Company repurchased million shares of its common stock for $ million.

 $ $ Repurchase of common stock under the stock repurchase program $  Cumulative balance at January 28, 2023 $  Repurchase of common stock under the stock repurchase program $  Cumulative balance at February 3, 2024 $  Repurchase of common stock under the stock repurchase program $  Cumulative balance at February 1, 2025 $ $ 

Note 11 —

million shares of common stock reserved for issuance thereunder as of February 1, 2025. As of February 1, 2025, approximately million shares remained available for future grants under the Option Plan. Under the Option Plan, the Company may issue restricted stock unit (“RSU”) awards, performance-based restricted stock unit (“PRSU”) awards, stock options, and other types of stock awards, all of which may be subject to vesting over a specified service term, generally three to .

RSUs granted under the Option Plan include time-based RSUs and PRSUs. Time-based RSUs generally vest over a three to four-year service period. The Company grants PRSUs that vest based on the achievement of performance metrics, which can be financial performance, non-financial performance, and/or market conditions, including, but not limited to, the Company’s relative total shareholder return, earnings per share growth, and stock price performance. PRSU awards reflect a target number of shares, and the actual number of shares may range from % to % based on the achievement of the performance metrics specified. In addition to achievement of performance and/or market conditions, PRSUs generally have a three to service requirement.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


years and must be issued at prices equal to the fair market value of the stock on the date of grant. Options generally vest over a three to service period.

In December 2017, the Company’s Executive Compensation Committee approved a deferred stock program, whereby executives of the Company have the option, beginning in 2018, to defer the settlement of time-based and performance-based restricted stock units granted under the Option Plan to a future date. In June 2021, the Company extended the stock deferral program to members of the Board of Directors. A deferral election is irrevocable after the annual submission deadline. The shares of common stock underlying the deferred grants will be distributed at the earliest of the employee’s specified future settlement date or upon separation from service, a change in control, or death or disability.

Outside Director Equity Compensation Policy

In September 2016, the Company’s Board of Directors approved an Outside Director Equity Compensation Policy that governs the grant of equity awards to non-employee directors under the Option Plan. Under the current Outside Director Compensation Policy, each outside director, upon appointment to fill a vacancy on the board or in connection with election at an annual meeting of stockholders, will be granted an RSU award under the Option Plan. The RSU award vests % on the earlier of the date of the next annual meeting of stockholders or the anniversary of the date of grant.

Assumed Employee Stock Compensation Plans

In connection with past acquisitions, the Company assumed equity incentive plans of certain acquired companies (collectively “the Assumed Plans”), and the equity awards assumed in connection with each acquisition were granted from their respective assumed plans. The assumed equity awards will be settled in shares of the Company’s common stock and will retain the terms and conditions under which they were originally granted. No additional equity awards will be granted under the Assumed Plans.

Employee Stock Purchase Plan

Under the 2000 Employee Stock Purchase Plan, as amended and restated on June 23, 2022 (the “ESPP”), participants purchase the Company’s common stock using payroll deductions, which may not exceed % of their total cash compensation. The ESPP provides for a -month offering period, with purchase periods. Participants are granted the right to purchase common stock at a price per share that is % of the lesser of the fair market value of the common stock at (i) the participant’s enrollment date into the offering period or (ii) the end of each purchase period within the offering period.

Under the ESPP, a total of million shares were issued in fiscal 2025 at a weighted-average price of $ per share, a total of million shares were issued in fiscal 2024 at a weighted-average price of $ per share, and a total of million shares were issued in fiscal 2023 at a weighted-average price of $ per share. As of February 1, 2025, there was $ million of unamortized compensation expense related to the ESPP.

As of February 1, 2025, approximately million shares remained available for future issuance under the ESPP.

Summary of Stock-Based Compensation Expense

 $ $ Research and development   Selling, general and administrative   
Weighted-Average Grant Date Fair Value
 $  $ )$ )$  $ 

The aggregate intrinsic value of RSUs vested and expected to vest as of February 1, 2025 was $ billion. The weighted-average grant date fair value for RSUs granted was $, $ and $ for the years ended February 1, 2025, February 3, 2024 and January 28, 2023, respectively. The total fair value of RSUs vested during the years ended February 1, 2025, February 3, 2024 and January 28, 2023 was $ million, $ million and $ million, respectively. As of February 1, 2025, unamortized compensation expense related to RSUs was $ million, which is expected to be recognized over a weighted-average period of years.

The aggregate intrinsic value of PRSUs vested and expected to vest as of February 1, 2025 was $ million. The weighted-average grant date fair value for PRSUs granted was $, $ and $ for the years ended February 1, 2025, February 3, 2024 and January 28, 2023, respectively. The total fair value of PRSUs vested during the years ended February 1, 2025, February 3, 2024 and January 28, 2023 was $ million, $ million and $ million, respectively. As of February 1, 2025, unamortized compensation expense related to PRSUs was $ million, which is expected to be recognized over a weighted-average period of years.

Warrant Shares

During fiscal 2025, the Company issued a warrant to a customer for the purchase of up to million shares (“Warrant Shares”) of the Company’s common stock at an exercise price of $ per share. The warrant has an exercise term of years and a vesting term of years. See “Note 3 – Revenue” for additional information.

 
Granted
Vested
()Balance outstanding at February 1, 2025

A total of  million Warrant Shares were vested as of February 1, 2025.

Valuation of Stock-Based Awards

The expected volatility for awards granted during fiscal 2025, 2024 and 2023 was based on historical stock price volatility.

The expected dividend yield is calculated by dividing the current annualized dividend by the closing stock price on the date of grant of the option or award.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


$$Expected volatility % % %Expected term (in years)Risk-free interest rate % % %Expected dividend yield % % %

The following weighted-average assumptions were used for each respective period to calculate the fair value of common stock to be issued under PRSU awards on the date of grant using the Monte Carlo pricing model:
Year Ended
February 1,
2025
February 3,
2024
January 28,
2023
PRSUs:
Expected term (in years)
Expected volatility % % %
Average correlation coefficient of peer companies
Risk-free interest rate % % %
Expected dividend yield % % %

The correlation coefficients are calculated based upon the price data used to calculate the historical volatilities and is used to model the way in which each entity tends to move in relation to its peers.

Expected volatility %Expected term (in years)Risk-free interest rate %Expected dividend yield %

Employee 401(k) Plans

The Company sponsors a 401(k) savings and investment plan that allows eligible U.S. employees to participate by making pre-tax, Roth and after-tax contributions to the 401(k) plan ranging from % to % of eligible earnings subject to a required annual limit. The Company currently matches % of % of eligible salary to a $ maximum contribution effective from January 1, 2023. The Company made matching contributions to employees of $ million in fiscal 2025, $ million in fiscal 2024 and $ million in fiscal 2023. As of February 1, 2025, the 401(k) plan offers a variety of investment alternatives, representing different asset classes. Employees may not invest in the Company’s common stock through the 401(k) plan.

The Company also has voluntary defined contribution plans in various non-U.S. locations. In connection with these plans, the Company made contributions on behalf of employees totaling $ million, $ million and $ million during fiscal 2025, 2024 and 2023, respectively.

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MARVELL TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


Note 12 —

)$()$()Non-U.S. operations()() 
Income (loss) before income taxes
$()$()$ 

 $()$ State () Foreign   
Total current income tax provision
   Deferred income tax provision (benefit):Federal() ()State() ()Foreign()() Total deferred income tax provision (benefit)()  Total provision (benefit) for income taxes$()$ $ 

)$()$State taxes, net of federal benefit()()Difference in U.S. and non-U.S. tax rates()Foreign income inclusion in U.S.Change in federal valuation allowance()Federal research and development credits()()()Stock-based compensation()()()Non-deductible compensation
Intellectual property transaction
Uncertain tax positions()Federal tax attribute expirationSingapore incentive rate extensionTransaction costsIsrael income tax recaptureOther
Total provision (benefit) for income taxes
$()$$

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MARVELL TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


 $ 
Income tax credits
  Intangible assets  Lease liabilities  
Other
  Gross deferred tax assets  Valuation allowance()()Total deferred tax assets  Deferred tax liabilities:Intangible assets()()Fixed assets()()Unremitted earnings of non-U.S. subsidiaries()()Right of use assets()()Total deferred tax liabilities()()
Net deferred tax assets
$ $ 

The deferred taxes reflected above for fiscal 2025 include the impact of the Fiscal 2025 Plan, which resulted in a reversal of deferred tax liabilities associated with acquired intangible assets.

 $ Non-current deferred tax liabilities()()
Net deferred tax assets
$ $ 

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MARVELL TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


 million from fiscal 2024, for certain federal, state, and foreign tax attributes. The Company maintains a valuation allowance on its U.S. R&D credits based on the factors listed above as well as forecasted R&D credit utilization and expected R&D credit generation in future years. In future periods, it is possible that significant positive or negative evidence could arise that results in a change in the Company’s judgment with respect to the need for a valuation allowance, which could result in a tax benefit, or adversely affect the Company’s income tax provision, in the period of such change in judgment.

As of February 1, 2025, the Company had net operating loss carryforwards available to offset future taxable income of approximately $ million, $ million, $ million and $ million for U.S. federal, state of California, other U.S. states, and foreign purposes, respectively. If not utilized, the federal loss carryforwards begin to expire in fiscal 2033, and the California carryforwards begin to expire in fiscal 2027. The majority of the Company’s foreign losses carry forward indefinitely. The Company also had federal research and other tax credit carryforwards of approximately $ million, which begin to expire in fiscal 2027. As of February 1, 2025, the Company also had California research tax credit carryforwards of approximately $ million, which can be carried forward indefinitely. In addition, the Company has research and other tax credit carryforwards of approximately $ million in other U.S. states, which begin to expire in fiscal 2026. The Company also has research and other tax credit carryforwards of approximately $ million in foreign jurisdictions, which begin to expire in fiscal 2027. The Company’s net operating loss and tax credit carryforwards may be subject to audit and adjusted for changes or modification in tax laws, other authoritative interpretations, or other facts and circumstances.

Utilization of the Company’s U.S. federal and state net operating loss and credit carryforwards may be subject to annual limitations due to ownership change provisions of the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of net operating losses and credits before utilization. Future changes in the Company’s stock ownership, some of which are generally outside of the Company’s control, could result in an ownership change under Section 382 and Section 383 and result in a limitation on U.S. tax attributes. The Company has determined that no significant limitation would be placed on the utilization of its net operating loss and tax credit carry-forwards due to prior ownership changes.

 $ $ Increases related to acquired tax positions   Increases related to prior year tax positions   Decreases related to prior year tax positions()()()Increases related to current year tax positions   Settlements()() Lapse in the statute of limitations()()()
Foreign exchange gain
()()()Gross amounts of unrecognized tax benefits as of the end of the period$ $ $ 

The Company has recorded $ million of gross unrecognized tax benefits as of February 1, 2025, of which $ million would affect the Company’s effective income tax rate if recognized. $ million of the Company’s gross unrecognized tax benefits as of February 1, 2025 relate to income tax positions which, if recognized, would increase deferred tax assets that are subject to valuation allowances.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


million, $ million, and $ million as of February 1, 2025, February 3, 2024, and January 28, 2023, respectively. The consolidated statements of operations for fiscal 2025, 2024, and 2023 included accruals of $ million, $ million, and $ million, respectively, of interest and penalties related to unrecognized tax benefits.

The Company’s major tax jurisdictions are the United States, the states of California and Massachusetts, Germany, India, Israel and Singapore. The Company is subject to income tax audits by the respective tax authorities in all of the jurisdictions in which it operates. The examination of tax liabilities in each of these jurisdictions requires the interpretation and application of complex and sometimes uncertain tax laws and regulations. As of February 1, 2025, the Company is subject to examination in significant jurisdictions including Germany, India, Israel, Singapore, and the United States for fiscal 2003 through 2025.

During the next 12 months, it is reasonably possible that the amount of unrecognized tax benefits could increase or decrease significantly due to changes in tax law in various jurisdictions, new tax audits and changes in the U.S. dollar as compared to foreign currencies within the next 12 months. Excluding these factors, the Company does not expect a significant decrease to its uncertain tax positions as a result of the lapse of the statutes of limitations in various jurisdictions during the next 12 months.

The Company maintains a Development and Expansion Incentive (“DEI”) in Singapore through June 30, 2029. To retain the current DEI tax benefits through June 2029 in Singapore, the Company must meet certain operating conditions, headcount and investment requirements, as well as maintain certain activities in Singapore. In fiscal 2025, 2024 and 2023, no Singapore tax incentive net tax benefits were recorded.

Marvell Israel (M.I.S.L) Ltd., is entitled to certain tax benefits through December 31, 2026 under the Israeli Encouragement of Investments Law (“Encouragement Law”) Special Technology Enterprise Regime, subject to various operating requirements and other conditions. In fiscal 2025, Israel tax incentive net tax benefits were recorded. In fiscal 2024, tax savings associated with this program were approximately $ million, which if paid, would impact the Company’s earnings per share by $ per share. In fiscal 2023, tax savings associated with this program were approximately $ million, which if paid, would impact the Company’s earnings per share by $ per share.

The Company’s principal source of liquidity as of February 1, 2025 consisted of approximately $ million of cash and cash equivalents, of which approximately $ million was held by subsidiaries outside of the United States. In addition, the Company has an undrawn revolving credit facility of $ billion. The Company has not recognized a deferred tax liability on $ million of assets held by subsidiaries as such amounts are deemed to be indefinitely reinvested. The Company manages its worldwide cash requirements by, among other things, reviewing available funds held by its foreign subsidiaries and the cost effectiveness by which those funds can be accessed in the United States.

Note 13 —


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


)$()$()Denominator:     Weighted-average shares — basic   Effect of dilutive securities:
     Stock-based awards and warrant shares
        Weighted-average shares — diluted   Net 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 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 and warrant shares are excluded from the calculation of diluted earnings per share for the years ended February 1, 2025, February 3, 2024, and January 28, 2023 due to the net losses reported in those periods.

Note 14 —

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 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.

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MARVELL TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


 $ $ 
Less:
Product costs (a)
   
Employee compensation and related in operating expenses
   
Amortization of acquired intangible assets
   
Restructuring related charges (b)
   
Stock-based compensation
   
Engineering design related costs
   
Interest expense
   
Provision (benefit) for income taxes
()  
Other segment expenses (c)
   
Net loss
$()$()$()

(a)Includes material, labor and other product related costs, excluding the other categories above.
(b)Restructuring related charges of $ million are included in cost of goods sold and $ million are included in operating expenses for the year ended February 1, 2025 in the accompanying consolidated statements of operations.
(c)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 consolidated financial statements and notes thereto.

 $ Singapore  
Other
  $ $ 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


Note 15 —

 $ Cash equivalents:Time deposits  Cash and cash equivalents$ $ 

Short-term, highly liquid investments of $ million and $ million as of February 1, 2025 and February 3, 2024, respectively, included in cash and cash equivalents on the accompanying consolidated balance sheets are not considered as investments because of the short-term maturity of such investments.

 $ 
Less: Allowance for credit losses
()()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 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 were $ million for the year ended February 1, 2025, of which $ million remained subject to servicing by the Company as of February 1, 2025. Total trade accounts receivable sold under the factoring arrangement were $ million for the year ended February 3, 2024, of which $ million remained subject to servicing by the Company as of February 3, 2024. Factoring fees for the sales of receivables were recorded in interest income and other, net and were not material for fiscal 2025 and 2024.

 $ Finished goods  Inventories$ $ 

 $ Land, buildings, and leasehold improvements  Computer software  Furniture and fixtures    Less: Accumulated depreciation()()Property and equipment, net$ $ 

The Company recorded depreciation expense for property and equipment of $ million, $ million and $ million for fiscal 2025, 2024 and 2023, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


 $ Technology licenses (1)  Prepayments on supply capacity reservation agreements  Operating right-of-use assets  Non-marketable equity investments  Other  Other non-current assets$ $ 

million, $ million and $ million in fiscal 2025, 2024 and 2023, respectively.

 $ Technology license obligations Accrued restructuring  Accrued income tax payable  Lease liabilities - current portion  Accrued interest  Deferred revenue  Deferred non-recurring engineering credits  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.

 $ Lease liabilities - non-current   Non-current restructuring liabilities  Non-current income taxes payable  Deferred tax liabilities   Other  Other non-current liabilities$ $ 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


 )    )) 

Consolidated Statements of Cash Flows
 $ $ Cash paid for income taxes, net$ $ $ Non-Cash Investing and Financing Activities:Consideration unpaid for acquisitions$ $ $ Purchases under technology license obligations$ $ $ Unpaid purchases of property and equipment at end of year$ $ $ 
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. 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) as of February 1, 2025. 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 February 1, 2025.

Management has concluded that the consolidated financial statements included in this Form 10-K present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Internal control over financial reporting consists of policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) are designed and operated to provide reasonable assurance regarding the reliability of our financial reporting and our process for the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Our internal control over financial reporting is designed by, and under the supervision of the principal executive officer and principal financial officer and effected by the Company’s Board of Directors, management, and others. Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Also, projections of any evaluation of effectiveness of future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of February 1, 2025 using the criteria for effective internal control over financial reporting as described in “Internal Control-Integrated Framework,” issued by the Committee of Sponsoring Organization of the Treadway Commission (2013 framework) (the COSO Criteria). Based on this assessment, management concluded that our internal control over financial reporting was effective as of February 1, 2025.

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

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Inherent Limitations 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.

Changes to Internal Control over Financial Reporting

No change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) occurred during the three months ended February 1, 2025 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B. Other Information

or by an executive officer or director of the Company:

NameTitleAdopted or TerminatedAdoption/Termination DatePlan Start DatePlan End DateTransactions
Shares (1)(2)
Officers
3/17/2025
Sales
4/21/2025
Sales
(1)Vesting of future performance shares are estimated based on target achievement.
(2)If the plan covers "net" vested shares, then the current tax rate has been applied.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of Marvell Technology, Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Marvell Technology, Inc. and subsidiaries (the “Company”) as of February 1, 2025, based on criteria established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of February 1, 2025, based on criteria established in Internal Control Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended February 1, 2025, of the Company and our report dated March 12, 2025, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


/s/ Deloitte & Touche LLP

San Jose, California
March 12, 2025 
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PART III

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

Item 10.     Directors, Executive Officers and Corporate Governance

The information required by Items 401, 407(c)(3) and 408(b) of Regulation S-K with respect to our directors, director nominees, executive officers and corporate governance is incorporated by reference herein to the information set forth under the captions “Election of Directors,” “Corporate Governance and Matters Related to Our Board,” “Executive Officers of the Company” and “, Anti-Hedging and Anti-Pledging Policies” in our 2025 Proxy Statement.

Delinquent Section 16(a) Reports

The information required by Item 405 of Regulation S-K is incorporated by reference herein, as applicable, to the information set forth under the caption “Delinquent Section 16(a) Reports” in our 2025 Proxy Statement.

Code of Ethics

We have adopted a Code of Ethics and Business Conduct for Employees, Officers and Directors (the “Code of Ethics”) that applies to all of our directors, officers (including our Chief Executive Officer (our principal executive officer), Chief Financial Officer (our principal financial officer), Corporate Controller (our chief accounting officer) and any person performing similar functions) and employees. This Code of Ethics was most recently amended in March 2022. We intend to disclose certain future amendments to certain provisions of our Code of Ethics and waivers of our Code of Ethics granted to executive officers and directors on our website or in a report on Form 8-K within four business days following the date of such amendment or waiver. Our Code of Ethics is available on our website www.marvell.com. None of the material on our website is part of our Annual Report on Form 10-K or is incorporated by reference herein.

Committees of the Board of Directors

The information required by Items 407(d)(4) and (d)(5) of Regulation S-K concerning our Audit Committee and Audit Committee financial expert is incorporated by reference herein to the information set forth under the caption “Corporate Governance and Matters Related to Our Board” in our 2025 Proxy Statement.

Item 11.     Executive Compensation

The information required by Items 402, 407(e)(4) and 407(e)(5) of Regulation S-K is incorporated by reference herein to the information set forth under the captions “Compensation of Directors,” “Director Compensation Table-Fiscal 2025,” “Executive Compensation” and “Compensation Committee Interlocks and Insider Participation” in our 2025 Proxy Statement.

Item 12.     Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by Item 403 of Regulation S-K is incorporated by reference herein to the information set forth under the caption “Security Ownership of Certain Beneficial Owners and Management” in our 2025 Proxy Statement.
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Securities Authorized for Issuance under Equity Compensation Plans
Equity Compensation Plan Information
The following table provides certain information with respect to all of our equity compensation plans in effect February 1, 2025: 
Plan Category
(a)
Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights (1)
(b)
Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights (2)
(c)
Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
Equity compensation plans approved by security holders (3)17,575,601 $62.15 85,214,306 
Equity compensation plans not approved by security holders (4)207,506 $14.33 — 
(1)Includes only options and restricted stock units (outstanding under our equity compensation plans, as no stock warrants or other rights were outstanding under our equity compensation plans as of February 1, 2025).
(2)The weighted-average exercise price calculation does not take into account any restricted stock units as those units vest, without any cash consideration or other payment required for such shares.
(3)Includes our Amended and Restated 1995 Stock Option Plan, our Amended 2000 Employee Stock Purchase Plan (the “2000 ESPP”).
(4)Plans not approved by security holders consists of the Cavium 2007, 2016 and QLogic equity incentive plans which we assumed in our merger with Cavium Inc, Aquantia 2004, 2015 and 2017 equity incentive plans which we assumed in our merger with Aquantia, Inphi 2010 equity incentive plans which we assumed in our merger with Inphi and Innovium 2015 equity incentive plans which we assumed in our merger with Innovium.

Item 13.     Certain Relationships and Related Transactions, and Director Independence

The information required by Item 404 of Regulation S-K is incorporated by reference herein to the information set forth under the caption “Certain Relationships and Related Party Transactions” in our 2025 Proxy Statement.

The information required by Item 407(a) of Regulation S-K is incorporated by reference herein to the information set forth under the caption “Board of Directors and Committees of the Board” in our 2025 Proxy Statement.
 
Item 14.     Principal Accountant Fees and Services

The information required by Item 9(e) of Schedule 14A is incorporated by reference to the information set forth under the caption “Information Concerning Independent Registered Public Accounting Firm” in our 2025 Proxy Statement.






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PART IV

Item 15.     Exhibits and Financial Statement Schedules
(a)The following documents are filed as part of this Annual Report on Form 10-K:
1.Financial Statements:
See the “Index to Consolidated Financial Statements” on page 57 of this Annual Report on Form 10-K.
2.Financial Statement Schedules:
See “Schedule II — Valuation and Qualifying Accounts” on page 109 of this Annual Report on Form 10-K:
All other schedules not listed above have been omitted because they are not applicable or required, or the information required to be set forth therein is included in the Consolidated Financial Statements or Notes thereto.
3.Exhibits.
Exhibit No.
DescriptionFormFile NumberIncorporated by Reference from Exhibit NumberFiled with SEC
2.1**8-K000-308772.110/30/2020
2.28-K000-308772.111/20/2017
2.310-Q000-308772.19/4/2019
3.18-K001-403573.13/15/2023
3.28-K001-403573.24/20/2021
4.18-K000-308774.14/12/2021
4.28-K000-308774.24/12/2021
4.38-K000-308774.34/12/2021
4.58-K000-308774.44/12/2021
4.68-K000-308774.54/12/2021
4.78-K001-403574.25/4/2021
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4.88-K001-403574.35/4/2021
4.98-K001-403574.45/4/2021
4.10
8-K
001-403574.19/18/2023
4.11
8-K
001-403574.29/18/2023
4.12
8-K
001-403574.39/18/2023
4.138-K000-308774.16/22/2018
4.148-K000-308774.26/22/2018
4.158-K000-308774.14/19/2021
4.1610-K001-403574.123/9/2023
10.18-K001-4035710.14/20/2021
10.2**8-K000-3087710.112/8/2020
10.3.18-K001-4035710.24/17/2023
10.3.2
10-Q
001-40357
10.3.2
12/1/2023
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10.4.1**8-K001-4035710.14/17/2023
10.4.2
10-Q
001-40357
10.4.2
12/1/2023
10.5#S-8333-2553844.14/20/2021
10.5.1#8-K000-3087710.29/26/2013
10.5.2#
10-K
000-30877
10.3.113/29/2018
10.5.2.1#
Filed herewith
10.5.3#10-Q001-40357
10.5.3
12/4/2024
10.5.4#10-Q001-4035710.7.75/27/2022
10.5.5#10-Q001-4035710.7.85/27/2022
10.5.6#10-K001-4035710.7.93/9/2023
10.5.7#10-Q001-4035710.5.75/31/2024
10.5.8# **10-Q001-4035710.7.115/26/2023
10.6#10-K001-4035710.8.13/9/2023
10.6.1#
10-Q001-40357
10.6.1
12/4/2024
10.7#8-K000-3087710.16/20/2016
10.7.1#10-Q001-4035710.9.15/26/2023
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10.8#10-Q000-3087710.112/4/2019
10.9#10-Q000-3087710.512/4/2019
10.10#10-Q000-3087710.412/4/2019
10.11#S-8333-2553844.104/20/2021
10.12#
10-Q000-3087710.49/8/2016
10.13#
10-Q
001-40357
10.135/31/2024
10.14#
10-Q001-4035710.218/25/2023
10.158-K000-3087799.16/5/2019
10.16#
10-K001-4035710.293/9/2023
10.17#
10-Q000-3087710.39/12/2018
10.18#
S-8333-2600604.110/5/2021
10.19#
10-K
001-40357
10.23
3/13/2024
10.20
8-K
001-40357
1.1
9/18/2023
10.21#
Filed herewith
19
Filed herewith
21.1
Filed herewith
23.1
Filed herewith
24.1
Filed herewith
31.1
Filed herewith
31.2
Filed herewith
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32.1*
Filed herewith
32.2*
Filed herewith
97
10-K
001-4035797
3/13/2024
101.INSInline XBRL Instance Document
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Presentation Linkbase Document
104Cover Page Interactive Data File - The cover page from this Annual Report on Form 10-K is formatted in iXBRL

#    Management contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate.
*    In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Annual Report Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
**    Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and similar attachments have been omitted. The registrant hereby agrees to furnish a copy of any omitted schedule or similar attachment to the SEC upon request.

Item 16.     Form 10-K Summary

None.
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SIGNATURES
Pursuant to the requirements of section 13 or 15(d) 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.
Dated: March 12, 2025
By:
/S/    WILLEM MEINTJES        
Willem Meintjes
Chief Financial Officer
(Principal Financial Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Matthew J. Murphy and Willem Meintjes, and each of them individually, as his or her attorney-in-fact, each with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant in the capacities and on the dates indicated.
Name and SignatureTitleDate
/S/    MATTHEW J. MURPHY
Chairman, President and Chief Executive Officer (Principal Executive Officer)

March 12, 2025
Matthew J. Murphy
/S/    WILLEM MEINTJES
Chief Financial Officer (Principal Financial Officer)March 12, 2025
Willem Meintjes
/S/    PANTEHA DIXON
Chief Accounting Officer (Principal Accounting Officer)March 12, 2025
Panteha Dixon
/S/    SARA ANDREWS
DirectorMarch 12, 2025
Sara Andrews
/S/    TUDOR BROWN
DirectorMarch 12, 2025
Tudor Brown
/S/    BRAD BUSS
DirectorMarch 12, 2025
Brad Buss
/S/    DANIEL DURN
DirectorMarch 12, 2025
Daniel Durn
/S/    REBECCA HOUSE
DirectorMarch 12, 2025
Rebecca House
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Name and SignatureTitleDate
/S/    MARACHEL KNIGHT
DirectorMarch 12, 2025
Marachel Knight
/S/    MICHAEL STRACHAN
DirectorMarch 12, 2025
Michael Strachan
/S/    ROBERT E. SWITZ
DirectorMarch 12, 2025
Robert E. Switz
/S/   RICK WALLACE
DirectorMarch 12, 2025
Rick Wallace

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 $ $()$ Deferred tax asset valuation allowance $ $ $()$ 
Fiscal year ended February 3, 2024
Allowance for credit losses$ $ $()$ Deferred tax asset valuation allowance $ $ $()$ Fiscal year ended January 28, 2023Allowance for credit losses$ $ $()$ Deferred tax asset valuation allowance$ $ $()$ 

109

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