What changed in Marvell Technology,'s 10-K for the fiscal year ended January 31, 2026

[added] 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.

[added] In 2025, U.S. government interactions with U.S. semiconductor companies implied 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. In January 2026, BIS issued a new licensing policy related to chips from certain semiconductor companies, including a twenty-five percent (25%) tariff and other requirements. Historically, restrictions on sales to China were implemented by the U.S. government as national security measures that did not include revenue-sharing arrangements and export licensing was not tied to revenue sharing with the U.S. government. While these U.S. government actions did not impact Marvell, if such revenue sharing 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.

[added] 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.

[added] 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 January 31, 2026 period includes the impact of the 2025 Tax Act. This legislation could significantly affect our future financial results, including our earnings and cash flows.

[added] On August 14, 2025, we completed the sale of our automotive ethernet business to Infineon Technologies AG for $2.5 billion in cash. During the third quarter of fiscal 2026, we recorded a pre-tax gain on sale of $1.8 billion, which is included in interest income and other, net in the Consolidated Statements of Operations.

[added] Subsequent to our fiscal 2026 year end, in February 2026, we completed the previously announced acquisitions of Celestial and XConn in which we paid $1.3 billion (or $1.0 billion, net of cash acquired of approximately $300.0 million) and $280.0 million in cash, respectively. We also issued shares of our common stock of approximately 24.5 million shares for Celestial, and approximately 2.1 million shares for XConn. For the Celestial acquisition, contingent on the achievement of specified revenue milestones, we may be required to pay additional cash and issue additional shares of our common stock through fiscal 2029. See "Note 16 - Subsequent Events" in the Notes to Consolidated Financial Statements for discussions of the acquisitions.

[added] Subsequent to our fiscal 2026 year end, on February 2, 2026, we completed the previously announced acquisition of Celestial AI, Inc. ("Celestial"), a provider of a Photonic FabricTM technology platform purpose-built for next-generation scale-up interconnect. The acquisition of Celestial is expected to accelerate our connectivity strategy for next-generation AI and cloud data centers. At acquisition close, we paid approximately $1.3 billion in cash (or $1.0 billion, net of cash acquired of approximately $300.0 million) and issued approximately 24.5 million shares of our common stock. Contingent on the achievement of specified revenue milestones, we may be required to pay additional cash and issue additional shares of our common stock through fiscal 2029.

[added] Subsequent to our fiscal 2026 year end, on February 10, 2026, we completed the previously announced acquisition of XConn Technologies Holdings, Ltd. ("XConn"), a provider of advanced PCIe and CXL switching silicon, which expands our switching portfolio and augments our Ultra Accelerator Link ("UALinkTM") scale-up switch team. At acquisition close, we paid approximately $280.0 million in cash and issued approximately 2.1 million shares of our common stock.

No corresponding language in the FY2026 10-K.

[added] 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."

As of [added] January 31, 2026, we had a total of [added] $4.5 billion debt outstanding, which consisted of [added] senior notes outstanding. Our Revolving Credit Facility was amended and restated in June 2025 (the "2025 Revolving Credit Facility" or the "2025 Credit Agreement"). We may borrow up to $1.5 billion under the 2025 Revolving Credit Facility.[added] As of January 31, 2026, the 2025 Revolving Credit Facility was undrawn.

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. [added] For example, on August 14, 2025, the Company sold its automotive ethernet business to Infineon Technologies AG for $2.5 billion in an all-cash transaction. On February 2, 2026, we completed our acquisition of Celestial AI, Inc. and on February 10, 2026, we completed our acquisition of XConn Technologies. This strategy, and our willingness to use cash to pay for [added] acquisitions, may be adversely impacted by high or increasing interest rates.

[added] We recognized interest and other [added] income, net of $1.7 billion in fiscal [added] 2026 as compared to [added] interest and other loss, net of $174.4 million in fiscal 2025. The change was primarily due to the $1.8 billion gain on sale of our automotive ethernet business in the third quarter of fiscal 2026.

Net cash [added] provided by investing activities of [added] $2.1 billion in fiscal [added] 2026 was primarily driven by [added] net proceeds from sale of our automotive ethernet business of $2.5 billion, and proceeds from sales of property and equipment of $27.4 million, partially offset by purchases of property and equipment of [added] $354.1 million.

Net cash provided by operating activities was [added] $1.8 billion for fiscal [added] 2026 compared to net cash provided by operating activities of [added] $1.7 billion for fiscal [added] 2025. We had a net [added] income of $2.7 billion adjusted for the following non-cash items: [added] gain on sale of our automotive ethernet business of $1.8 billion, amortization of acquired intangible assets of [added] $942.0 million, stock-based compensation expense of [added] $590.8 million, depreciation and amortization of [added] $348.6 million, deferred income tax [added] of $42.2 million, restructuring related [added] gains of $14.0 million, and [added] $109.5 million net loss from other non-cash items. Cash [added] outflow from working capital of [added] $1.1 billion for fiscal [added] 2026 was primarily driven by [added] increases in accounts receivable, [added] inventories, and prepaid expenses and other assets, partially offset by [added] increases in accrued liabilities and other [added] non-current liabilities, and accounts payable. The [added] increase in accounts receivable was primarily due to [added] higher sales in the last two months of fiscal 2026. The increase in inventories is aligned with expected revenue growth. The increase in prepaid expenses and other assets was primarily [added] driven by higher prepaid ship and debits due to [added] higher inventory balances at distributors, and from receivables for government incentives earned. The increase in accrued liabilities and other non-current liabilities was primarily driven by an increase in [added] income taxes payable mainly from taxes on gain from sale of business, and higher ship and debit [added] claims accrual. The increase in accounts payable was primarily due to the timing of payments.

As of [added] January 31, 2026, we had total borrowings outstanding of [added] $4.5 billion, consisting of senior notes [added] outstanding, of which $499.8 million are due within twelve months.

Our principal source of liquidity as of [added] January 31, 2026 consisted of approximately [added] $2.6 billion of cash and cash equivalents, of which approximately [added] $642.0 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. See "Note 12 - Income Taxes" in the Notes to Consolidated Financial Statements for further information.

[added] On June 30, 2025, we entered into an agreement to amend and restate the credit facility [added] to increase the borrowing capacity [added] to $1.5 billion (as so amended and restated, the "2025 Revolving Credit Facility"). The 2025 Revolving Credit Facility has a 5-year term [added] 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 [added] Facility that was outstanding from the first quarter of fiscal 2026. As of [added] January 31, 2026, the 2025 Revolving Credit Facility [added] was undrawn and is available for draw down through [added] June 30, 2030.

Net cash used in financing activities of [added] $2.2 billion in fiscal [added] 2026 was primarily attributable to [added] $2.0 billion repurchases of common stock, $790.6 million repayment of debt principal, [added] $240.7 million for [added] tax withholding payments on behalf of employees for net share [added] settlements, $205.1 million for payment for our quarterly dividends, [added] and $128.3 million payments [added] on technology license [added] obligations. These outflows were partially offset by [added] $1.2 billion in proceeds from [added] borrowings and $78.7 million in proceeds from the issuance of our common stock under our equity incentive plans.

[added] 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.

The [added] increase in our income tax expense for fiscal [added] 2026 as compared to our income tax benefit for fiscal 2025 was driven by an increase in earnings, which includes the gain on the sale of our automotive ethernet business in fiscal 2026, against losses in fiscal 2025. The income tax expense for fiscal 2026 differs from the U.S. [added] federal statutory tax rate of 21% as a result of [added] foreign income inclusions in the U.S., a portion of our earnings or losses being taxed or benefited at rates lower than the U.S. statutory rate, research and development credit generation, and changes in valuation allowance.

[added] We are subject to legislation based on the Organization for Economic Cooperation and Development's 15% global minimum tax [added] regime which applies to the majority of countries in which we operate. As a result of this legislation, our foreign earnings are generally subject to a minimum tax rate of 15%. On January 5, 2026, the OECD released a comprehensive package of administrative guidance, including the "side-by-side system" that exempts U.S. parented multinational businesses from certain provisions of Pillar Two, specifically the Income Inclusion Rule and the Undertaxed Profits Rule. The OECD guidance provides that the side-by-side system will be effective for fiscal years beginning on or after January 1, 2026. 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 [added] results, and our earnings and cash flows.

[added] Strong revenue growth from our data center [added] market was driven by [added] AI-related demand for our [added] custom products and electro-optics portfolio. Additionally, following a period of inventory correction, we have [added] continued to see [added] revenue recovery in our [added] communication and other end market growing significantly compared to fiscal 2025.

We recognized [added] net restructuring related charges [added] of $15.5 million in fiscal [added] 2026 as we continued to evaluate our existing operations to increase operational efficiency, decrease costs and increase profitability. See "Note 4 - Restructuring" in the Notes to Consolidated Financial Statements for further information.

[added] During fiscal 2026, we repaid [added] $590.6 million of the principal outstanding of the 5-Year Tranche Loan ("2026 Term Loan").

Research and development expense increased by [added] $124.8 million in fiscal [added] 2026 compared to fiscal [added] 2025. The increase was primarily due to [added] higher overall spending to support our R&D initiatives, including advanced IP development and customer design win activity.

Selling, general and administrative expense decreased by [added] $31.1 million in fiscal [added] 2026 compared to fiscal [added] 2025. The decrease was primarily due to [added] lower amortization expense for acquired intangible assets.

Net revenue in fiscal [added] 2026 was $8.2 billion, 42% higher than net revenue of [added] $5.8 billion in fiscal [added] 2025. This was due to [added] increases in sales from the data center end market [added] by 46% and from the communications and other end market by 31%. The increase was partially offset by [added] a decrease in sales from [added] our automotive ethernet product portfolio due to the divestiture of our automotive ethernet business at the beginning of the third quarter of fiscal 2026.

Our net revenue for fiscal [added] 2026 increased by [added] $2.4 billion compared to net revenue for fiscal [added] 2025. This was primarily due to [added] a 46% increase in sales from the data center end market which benefited from strong [added] AI-related demand. Sales from the communications and other end market also increased by 31%, which has continued to recover due to normalizing customer inventory levels and strong adoption of our products, partially offset by a decrease in sales from our automotive ethernet product portfolio due to the divestiture of our automotive ethernet business at the beginning of the third quarter of fiscal 2026.

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. [added] On September 24, 2025, we executed an accelerated share repurchase agreement ("ASR Agreement") with a counterparty financial institution to repurchase shares of our common stock in exchange for an upfront payment of $1.0 billion. See "Note 10 - Stockholders' Equity" in the Notes to Consolidated Financial Statements for additional information. The extent to which we repurchase our stock and the timing of such repurchases will depend upon market conditions, legal rules and regulations, and other corporate considerations, as determined by our management team. During fiscal 2026, we repurchased [added] 26.6 million shares of our common stock for [added] $2.0 billion. As of January 31, 2026, $5.5 billion remained available for future stock repurchases.

Cost of goods sold as a percentage of net revenue [added] decreased for fiscal [added] 2026 compared to fiscal [added] 2025, which was primarily due to impairment charges of $357.9 million for acquired intangible assets, inventories, property and equipment, and other non-current assets associated with restructuring actions during fiscal 2025. See "Note 4 - Restructuring" in the Notes to Consolidated Financial Statements for further information. [added] The decrease in cost of goods sold [added] as a percentage of net revenue was also due to better cost absorption driven by higher revenues, partially offset by a shift in product mix. As a result, gross margin for fiscal [added] 2026 increased by 9.7 percentage points compared to fiscal [added] 2025.

Cash and Short-Term Investments. Our cash and cash equivalents were [added] $2.6 billion at January 31, 2026, which were [added] $1.7 billion higher than our balance at February [added] 1, 2025 of $948.3 million.

Stock-based compensation expense [added] declined slightly in fiscal [added] 2026 compared to fiscal [added] 2025. Stock-based compensation under [added] selling, general and administrative decreased by [added] $21.9 million, and research and development and cost of goods sold increased by [added] $13.4 million and $1.9 million, respectively.

Business Combinations. We allocate the fair value of the purchase [added] consideration, including any contingent consideration, of a business acquisition to the tangible assets, liabilities, and intangible assets acquired, including in-process research and development ("IPR&D"), based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. IPR&D is initially capitalized at fair value as an intangible asset with an indefinite life and assessed for impairment thereafter. When an IPR&D project is completed, the IPR&D is reclassified as an amortizable purchased intangible asset and amortized over the asset's estimated useful life. [added] The accounting for business combinations requires management to make significant estimates and assumptions, especially with respect to [added] the fair value of intangible [added] assets and contingent consideration, in which we typically use the income approach methodology. Critical estimates used for the valuation of acquired intangible assets can include, but are not limited to, forecasted revenue, expenses, capital expenditures and other costs, and discount rates. Critical estimates used for the valuation of contingent consideration can include, but are not limited to, probability of achievement, stock price, performance period, volatility and other relevant assumptions. We estimate the fair value based upon assumptions we believe to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Estimates associated with the accounting for acquisitions may change as additional information becomes available regarding the assets acquired and liabilities assumed.

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.

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

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America ("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, we evaluate our estimates, including those related to revenue recognition, provisions for sales returns and allowances, inventory excess and obsolescence, goodwill and other intangible assets, [added] business combinations, restructuring, government incentives, income taxes, litigation, and other contingencies. We base our estimates of the carrying value of certain assets and liabilities on historical experience and on various other assumptions that are believed to be reasonable under the circumstances when these carrying values are not readily available from other sources. 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. 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. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements. For further information on our significant accounting policies, see "Note 2 - Significant Accounting Policies" in the Notes to Consolidated Financial Statements.