Marvell Technology Inc
For the period ended Feb 1, 2025. Filed Mar 12, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 12, 2025
MRVL$154.39-0.1%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a)The following documents are filed as part of this Annual Report on Form 10-K:
- Financial Statements:
See the “Index to Consolidated Financial Statements” on page 57 of this Annual Report on Form 10-K.
- 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.
- Exhibits.
| Exhibit No. | Description | Form | File Number | Incorporated by Reference from Exhibit Number | Filed with SEC |
|---|---|---|---|---|---|
| 2.1** | Agreement and Plan of Merger and Reorganization, dated as of October 29, 2020, by and among Marvell Technology Group Ltd., Inphi Corporation, Maui HoldCo, Inc., Maui Acquisition Company Ltd and Indigo Acquisition Corp. | 8-K | 000-30877 | 2.1 | 10/30/2020 |
| 2.2 | Agreement and Plan of Merger by and among the Company, Kauai Acquisition Corp., and Cavium, Inc. dated as of November 19, 2017 | 8-K | 000-30877 | 2.1 | 11/20/2017 |
| 2.3 | Asset Purchase Agreement between Marvell and NXP dated May 29, 2019 | 10-Q | 000-30877 | 2.1 | 9/4/2019 |
| 3.1 | Second Amended and Restated Certificate of Incorporation of Marvell Technology, Inc. | 8-K | 001-40357 | 3.1 | 3/15/2023 |
| 3.2 | Amended and Restated Bylaws of Marvell Technology, Inc. | 8-K | 001-40357 | 3.2 | 4/20/2021 |
| 4.1 | Base Indenture, dated as of April 12, 2021, between Marvell Technology, Inc. and U.S. Bank National Association, as trustee | 8-K | 000-30877 | 4.1 | 4/12/2021 |
| 4.2 | First Supplemental Indenture, dated as of April 12, 2021, by and among Marvell Technology, Inc., Marvell Technology Group Ltd. and U.S. Bank National Association, as trustee | 8-K | 000-30877 | 4.2 | 4/12/2021 |
| 4.3 | Form of $500,000,000 1.650% Senior Notes due 2026 (included as Exhibit A to Exhibit 4.2) | 8-K | 000-30877 | 4.3 | 4/12/2021 |
| 4.5 | Form of $750,000,000 2.450% Senior Notes due 2028 (included as Exhibit B to Exhibit 4.2) | 8-K | 000-30877 | 4.4 | 4/12/2021 |
| 4.6 | Form of $750,000,000 2.950% Senior Notes due 2031 (included as Exhibit C to Exhibit 4.2) | 8-K | 000-30877 | 4.5 | 4/12/2021 |
| 4.7 | Second Supplemental Indenture, dated as of May 4, 2021, between Marvell Technology, Inc. and U.S. Bank National Association, as trustee | 8-K | 001-40357 | 4.2 | 5/4/2021 |
| 4.8 | Form of $433,817,000 4.200% Senior Notes due 2023 (included as Exhibit A to Exhibit 4.2) | 8-K | 001-40357 | 4.3 | 5/4/2021 |
| 4.9 | Form of $479,394,000 4.875% Senior Notes due 2028 (included as Exhibit B to Exhibit 4.2) | 8-K | 001-40357 | 4.4 | 5/4/2021 |
| 4.10 | Third Supplemental Indenture, dated as of September 18, 2023, between Marvell Technology, Inc. and U.S. Bank Trust Company, National Association (successor in interest to U.S. Bank National Association), as trustee | 8-K | 001-40357 | 4.1 | 9/18/2023 |
| 4.11 | Form of Global Note for the 5.750% Senior Notes due 2029 (included as Exhibit A to Exhibit 4.1) | 8-K | 001-40357 | 4.2 | 9/18/2023 |
| 4.12 | Form of Global Note for the 5.950% Senior Notes due 2033 (included as Exhibit B to Exhibit 4.1) | 8-K | 001-40357 | 4.3 | 9/18/2023 |
| 4.13 | Base Indenture, dated as of June 22, 2018, by and between Marvell Technology Group Ltd. and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee. | 8-K | 000-30877 | 4.1 | 6/22/2018 |
| 4.14 | First Supplemental Indenture, dated as of June 22, 2018, by and between Marvell Technology Group Ltd. and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee | 8-K | 000-30877 | 4.2 | 6/22/2018 |
| 4.15 | Second Supplemental Indenture, dated as of April 15, 2021, by and between Marvell Technology Group Ltd. and U.S. Bank National Association | 8-K | 000-30877 | 4.1 | 4/19/2021 |
| 4.16 | The description of the Registrant’s Common Stock, par value $0.002 per share, contained in the Registrant’s Registration Statement on Form S-4 initially filed with the Commission on December 22, 2020, as amended | 10-K | 001-40357 | 4.12 | 3/9/2023 |
| 10.1 | Form of Indemnification Agreement | 8-K | 001-40357 | 10.1 | 4/20/2021 |
| 10.2** | Credit Agreement, dated as of December 7, 2020, among Marvell Technology Group Ltd., Maui HoldCo, Inc., the Guarantors party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as the Administrative Agent | 8-K | 000-30877 | 10.1 | 12/8/2020 |
| 10.3.1 | First Amendment to Credit Agreement, dated as of April 14, 2023, between Marvell Technology, Inc., the lenders party hereto and JPMorgan Chase Bank, N.A., as the Administrative Agent | 8-K | 001-40357 | 10.2 | 4/17/2023 |
| 10.3.2 | Second Amendment To Credit Agreement dated as of October 23, 2023, between, among others, Marvell Technology, Inc., a Delaware corporation, the Lenders party hereto and JPMorgan Chase Bank, N.A., as the Administrative Agent under the Credit Agreement. | 10-Q | 001-40357 | 10.3.2 | 12/1/2023 |
| 10.4.1** | Amended and Restated Revolving Credit Agreement dated as of April 14, 2023, among Marvell Technology, Inc., a Delaware corporation, the Lenders party hereto and Bank of America, N.A., as the Administrative Agent. | 8-K | 001-40357 | 10.1 | 4/17/2023 |
| 10.4.2 | First Amendment To Credit Agreement dated as of October 23, 2023, is made between, among others, Marvell Technology, Inc., a Delaware corporation (The “Borrower”), the lenders party hereto and Bank of America, N.A., as the Administrative Agent Under The Credit Agreement | 10-Q | 001-40357 | 10.4.2 | 12/1/2023 |
| 10.5# | Marvell Technology Group Ltd. Amended and Restated 1995 Stock Option Plan (now named the Marvell Technology, Inc. Amended and Restated 1995 Stock Option Plan) (as amended and restated as of April 2, 2021) | S-8 | 333-255384 | 4.1 | 4/20/2021 |
| 10.5.1# | Form of Stock Option Agreement and Notice of Grant of Stock Options and Option Agreement for use with 1995 Stock Option Plan (for options granted after September 20, 2013) | 8-K | 000-30877 | 10.2 | 9/26/2013 |
| 10.5.2# | Form of Deferral Feature Stock Unit Agreement with Stock Unit Election Form for use with the Amended and Restated 1995 Stock Option Plan | 10-K | 000-30877 | 10.3.11 | 3/29/2018 |
| 10.5.2.1# | Updated Election Deferral Form | Filed herewith | |||
| 10.5.3# | Amended and restated form of stock unit agreement under the 1995 Stock Option Plan | 10-Q | 001-40357 | 10.5.3 | 12/4/2024 |
| 10.5.4# | Form of Relative TSR RSU Grant Notice as amended March 2022 | 10-Q | 001-40357 | 10.7.7 | 5/27/2022 |
| 10.5.5# | Form of Relative TSR and EPS RSU Grant Notice | 10-Q | 001-40357 | 10.7.8 | 5/27/2022 |
| 10.5.6# | Form of Relative TSR and EPS RSU Grant Notice December 2022 | 10-K | 001-40357 | 10.7.9 | 3/9/2023 |
| 10.5.7# | Form of Relative TSR and EPS RSU Grant Notice April 2024 | 10-Q | 001-40357 | 10.5.7 | 5/31/2024 |
| 10.5.8# ** | Special Equity Grant Agreement as approved March 2023 | 10-Q | 001-40357 | 10.7.11 | 5/26/2023 |
| 10.6# | Amended and Restated Marvell Technology, Inc. 2000 Employee Stock Purchase Plan (as approved by stockholders on June 23, 2022) | 10-K | 001-40357 | 10.8.1 | 3/9/2023 |
| 10.6.1# | Amended and restated form of subscription agreement under the 2000 ESPP | 10-Q | 001-40357 | 10.6.1 | 12/4/2024 |
| 10.7# | Offer Letter between the Marvell and Matthew J. Murphy and form of Severance Agreement attached thereto as Appendix B | 8-K | 000-30877 | 10.1 | 6/20/2016 |
| 10.7.1# | Severance Agreement with Matt Murphy as amended March 2023 | 10-Q | 001-40357 | 10.9.1 | 5/26/2023 |
| 10.8# | Cavium, Inc. 2016 Equity Incentive Plan (including forms of grant notice and agreements) | 10-Q | 000-30877 | 10.1 | 12/4/2019 |
| 10.9# | Aquantia Corp. 2015 Equity Incentive Plan (including forms of grant notice and agreements) | 10-Q | 000-30877 | 10.5 | 12/4/2019 |
| 10.10# | Aquantia Corp. 2004 Equity Incentive Plan (including forms of grant notice and agreements) | 10-Q | 000-30877 | 10.4 | 12/4/2019 |
| 10.11# | Inphi Corporation Amended and Restated 2010 Stock Incentive Plan, as amended and restated on April 14, 2020 | S-8 | 333-255384 | 4.10 | 4/20/2021 |
| 10.12# | Offer letter with Chris Koopmans | 10-Q | 000-30877 | 10.4 | 9/8/2016 |
| 10.13# | Fiscal 2025 Named Executive Officer Compensation | 10-Q | 001-40357 | 10.13 | 5/31/2024 |
| 10.14# | Marvell Technology Inc. Change in Control Severance Plan and Summary Plan Description as amended and restated June 2023 | 10-Q | 001-40357 | 10.21 | 8/25/2023 |
| 10.15 | Warrant to Purchase Common Shares of Marvell dated June 5, 2019 | 8-K | 000-30877 | 99.1 | 6/5/2019 |
| 10.16# | Promotion to CFO Letter for Willem Meintjes | 10-K | 001-40357 | 10.29 | 3/9/2023 |
| 10.17# | Offer Letter between Marvell and Raghib Hussain | 10-Q | 000-30877 | 10.3 | 9/12/2018 |
| 10.18# | Innovium, Inc. Amended 2015 Stock Option and Grant Plan (including forms of grant notice and agreements) | S-8 | 333-260060 | 4.1 | 10/5/2021 |
| 10.19# | Offer Letter for the Chief Legal Officer | 10-K | 001-40357 | 10.23 | 3/13/2024 |
| 10.20 | Underwriting Agreement, dated September 11, 2023, among Marvell Technology, Inc. and J.P. Morgan Securities LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein | 8-K | 001-40357 | 1.1 | 9/18/2023 |
| 10.21# | Non-Qualified Deferred Compensation Plan | Filed herewith | |||
| 19 | Insider Trading Prohibition Policy and Guidelines | Filed herewith | |||
| 21.1 | Subsidiaries of Registrant | Filed herewith | |||
| 23.1 | Consent of Independent Registered Public Accounting Firm - Deloitte & Touche LLP | Filed herewith | |||
| 24.1 | Power of Attorney (contained in the signature page to this Annual Report) | Filed herewith | |||
| 31.1 | Rule 13a-14(a)/15d-14(a) Certification of the Principal Executive Officer | Filed herewith | |||
| 31.2 | Rule 13a-14(a)/15d-14(a) Certification of the Principal Financial Officer | Filed herewith | |||
| 32.1* · Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Principal Executive Officer · Filed herewith | |||||
|---|---|---|---|---|---|
| 32.2* · Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Principal Financial Officer · Filed herewith | |||||
| 97 | Rule 10D-1 Clawback Policy | 10-K | 001-40357 | 97 | 3/13/2024 |
| 101.INS | Inline XBRL Instance Document | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | ||||
| 101.PRE | Inline XBRL Taxonomy Presentation Linkbase Document | ||||
| 104 | Cover 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.
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