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MARVELL TECHNOLOGY, INC (MRVL)

AI investment analysis

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Business overview

Business Our Company Marvell Technology, Inc., together with its consolidated subsidiaries (“Marvell,” “MTI,” the “Company,” “we,” or “us”) is a leading supplier of data infrastructure semiconductor solutions, spanning the data center core to network edge. We are a fabless supplier of high-performance semiconductor products with core strengths in developing and scaling complex System-on-a-Chip architectures, integrating analog, mixed-signal and digital signal processing functionality. Leveraging leading intellectual property and deep system-level expertise, as well as highly innovative security firmware, our solutions are empowering the data economy and enabling the data center and communications and other end markets. We currently are incorporated in Delaware, United States. Our corporate headquarters is 1000 N. West Street, Suite 1200 Wilmington, Delaware 19801, and our telephone number is (302) 295-4840.

We also have operations in many countries, including Argentina, China, India, Israel, Japan, Singapore, South Korea, Taiwan and Vietnam. Our fiscal year ends on the Saturday nearest January 31. Recent Developments On August 14, 2025, we completed the sale of our automotive ethernet business to Infineon Technologies AG for $2.5 billion in cash. In connection with the transaction, during the third quarter of fiscal 2026, we recorded a pre-tax gain on sale of $1.8 billion. 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 Fabric TM technology platform purpose-built for next-generation scale-up interconnect.

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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. 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 TM (“UALink TM ”) 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. Available Information Our website address is www.marvell.com. The information contained on any website referred to in this Form 10-K does not form any part of this Annual Report on Form 10-K and is not incorporated by reference herein unless expressly noted. We make available free of charge through our website our annual reports on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after we electronically file these materials with, or furnish them to, the U.S.

Securities and Exchange Commission (“SEC”). In addition, the SEC’s website, www.sec.gov, contains reports, proxy statements, and other information that we file electronically with the SEC. 3 Our Markets and Products Our product solutions serve two end markets: (i) data center and (ii) communications and other.

These markets and their corresponding customer products and applications are noted in the table below: End market Customer products and applications Data center • Cloud and on-premise Artificial intelligence (“AI”) systems • Cloud and on-premise ethernet switching • Cloud and on-premise network-attached storage (“NAS”) • Cloud and on-premise AI servers • Cloud and on-premise general-purpose servers • Cloud and on-premise storage area networks • Cloud and on-premise storage systems • Data center interconnect (“DCI”) Communications and other Enterprise networking • Campus and small medium enterprise routers • Campus and small medium enterprise ethernet switches • Campus and small medium enterprise wireless access points (“WAPs”) • Network appliances (firewalls, and load balancers) • Workstations Carrier infrastructure • Broadband access systems • Ethernet switches • Optical transport systems • Routers • Wireless radio access network (“RAN”) systems Consumer • Broadband gateways and routers • Gaming consoles • Home data storage • Home wireless access points (“WAPs”) • Personal Computers (“PCs”) • Printers • Set-top boxes Automotive/industrial • Advanced driver-assistance systems (“ADAS”)* • Autonomous vehicles (“AV”)* • In-vehicle networking* • Industrial ethernet switches • United States military and government solutions • Video surveillance * These customer products and applications were divested as part of the automotive ethernet business sale on August 14, 2025.

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Source: 10-K · Period ended January 31, 2026 · View report

Latest developments

Recent company filings, newest first. Excerpts retain the original wording.

September 25, 2026Company update8-K

Other events

Original filing excerpt · Item 8.01

Other Events. On September 25, 2026, the Company announced that its Board of Directors had declared the payment of its quarterly dividend of $0.06 per share to be paid on October 29, 2026 to stockholders of common stock, including preferred stock on an as converted to common stock basis, of record as of October 9, 2026. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein. The payment of future quarterly cash dividends is subject to, among other things, the best interests of the Company and its stockholders, its results of operations, cash balances and future cash requirements, financial condition, statutory requirements of Delaware law, and other factors that the Board of Directors may deem relevant.

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August 27, 2026Results8-K

Results of operations and financial condition

Original filing excerpt · Item 2.02

Results of Operations and Financial Condition. The information in

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of this Current Report, including the accompanying Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of Section 18. The information in

of this Current Report shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language contained in such filing. On August 27, 2026, Marvell Technology, Inc. (“Marvell”) issued a press release reporting its financial results for the second quarter of fiscal year 2027 ended August 1, 2026. A copy of the press release is furnished herewith as Exhibit 99.1. Marvell will conduct a conference call on Thursday, August 27, 2026 at 1:45 p.m. Pacific Time to discuss results for the second quarter of fiscal year 2027.

The call will be webcast and can be accessed at the Marvell Investor Relations website at http://investor.marvell.com/. Interested parties may also join the live conference call via telephone by using the ‘Call me TM ’ link provided in the press release on August 3, 2026, and on the Quarterly Earnings section of the Marvell Investor Relations website, to receive an instant automated call back. To join the call via telephone with operator assistance, please dial 1-877-407-8291 or 1-201-689-8345. A replay of the call can be accessed by dialing 1-877-660-6853 or 1-201-612-7415, passcode 13762036 until Thursday, September 3, 2026.

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August 19, 2026Contracts8-K

Entry into a material agreement

Original filing excerpt · Item 1.01, 3.02

Entry into a Material Definitive Agreement. On July 29, 2026, Marvell Technology, Inc. (the “Company”) and Google LLC (“Google”) entered into a commercial agreement relating to the Company’s development of custom semiconductor products to Google (the “Custom Products”). The expanded partnership spans a comprehensive range of custom silicon programs that attach to the TPU ecosystem, including AI inference accelerators, storage controllers, network interface controllers, memory interface controllers, and near-memory compute. In connection with this collaboration, on August 18, 2026, the Company issued to Google a warrant (the “Warrant”) to purchase up to an aggregate of 58,970,907 shares of common stock of the Company (the “Warrant Shares”) at an exercise price of $206.58 per share. 1,360,867 of the Warrant Shares (the “Time-Based Warrant Shares”) vest in equal quarterly installments during the first year following the execution of the commercial agreement and the Warrant.

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The remaining Warrant Shares vest based on discretionary purchases from the Company’s third quarter of fiscal 2027 through the end of the Company’s fiscal year 2033 by or on behalf of Google and its affiliates in 240 equal tranches, with one tranche vesting for each $500 million in Custom Products revenue. The exercise price and the number of Warrant Shares are subject to customary adjustments. Subject to the terms and conditions therein, including vesting, the Warrant is exercisable in whole or in part after the date of issuance until August 18, 2033. The Warrant may not be transferred other than to controlled affiliates without the Company’s consent. […]

Unregistered Sales of Equity Securities. The information set forth in

of this Current Report on Form 8-K is incorporated by reference into this

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July 9, 2026Company update8-K

Other events

Original filing excerpt · Item 8.01

Other Events. On July 9, 2026, Marvell Technology, Inc. filed a prospectus supplement to its automatic shelf registration statement on Form S-3 (Registration No. 333-285742) with the Securities and Exchange Commission. This Current Report is being filed solely for the purpose of filing the opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation relating to the legality of the issuance and sale of the securities set forth in the prospectus supplement, which opinion is attached as Exhibit 5.1 hereto.

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June 25, 2026Shareholders8-K

Shareholder voting results

Original filing excerpt · Item 5.07, 8.01

Submission of Matters to a Vote of Security Holders. At the Annual Meeting of Stockholders of Marvell Technology, Inc. (the "Company") held on June 25, 2026, stockholders voted on the matters set forth below. Each issued share of common stock was entitled to one vote on each of the proposals voted on at the meeting. Each issued share of preferred stock was entitled to vote on an as converted to common stock basis on each of the proposals voted on at the meeting, except the election of directors. 1. The nominees for election to the Board were elected, each for a one-year term until the 2027 Annual Meeting of Stockholders, based upon the following votes: FOR AGAINST ABSTAIN BNV TOTAL Sara Andrews 587,110,703 404,366 477,816 122,479,860 710,472,745 Brad W.

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Buss 560,588,961 26,919,345 484,579 122,479,860 710,472,745 Rebecca W. House 582,699,531 4,844,294 449,060 122,479,860 710,472,745 Marachel L. Knight 576,907,693 10,595,684 489,508 122,479,860 710,472,745 Matthew J. Murphy 562,327,403 23,233,506 2,431,976 122,479,860 710,472,745 Rajiv Ramaswami 586,389,047 1,116,299 487,539 122,479,860 710,472,745 Richard P. Wallace 569,806,590 17,692,160 494,135 122,479,860 710,472,745 2. The proposal to approve, on an advisory non-binding basis, the compensation of the Company’s named executive officers was approved based upon the following votes: FOR AGAINST ABSTAIN BROKER NON-VOTE TOTAL 327,552,779 258,555,897 1,884,209 122,479,860 710,472,745 3.

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Other Events. On June 25, 2026, the Company announced that its Board of Directors had declared the payment of its quarterly dividend of $0.06 per share to be paid on July 30, 2026 to stockholders of common stock, including preferred stock on an as converted to common stock basis, of record as of July 10, 2026. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein. The payment of future quarterly cash dividends is subject to, among other things, the best interests of the Company and its stockholders, its results of operations, cash balances and future cash requirements, financial condition, statutory requirements of Delaware law, and other factors that the Board of Directors may deem relevant.

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June 11, 2026Management8-K

Changes to directors, officers or compensation

Original filing excerpt · Item 5.02, 7.01

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Resignation of Chief Financial Officer On June 11, 2026, Marvell Technology, Inc. (the “Company”) announced that Willem Meintjes, the Company’s Chief Financial Officer and Executive Vice President, notified the Company on June 10, 2026 of his decision to resign from his position effective as of June 15, 2026. Mr. Meintjes has served as Chief Financial Officer since January 2023 and has informed the Company that the decision to resign is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Although Mr.

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Meintjes will step down from all officer positions, he has agreed to remain available to the Company in an advisory capacity through April 17, 2027, to support an orderly transition of duties and responsibilities. There were no new or amended compensatory arrangements with Mr. Meintjes in connection with his transition other than those previously disclosed. Appointment of New Chief Financial Officer and Departure of Director On June 10, 2026, Daniel Durn, a member of our board of directors (the “Board”) and Chair of the Audit Committee, resigned from the Board, including from all committees of the Board on which he served, effective immediately, and was subsequently appointed by the Board to serve as the Company’s Chief Financial Officer and Executive Vice President and principal financial officer, effective June 15, 2026.

Mr. […]

, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Regulation FD Disclosure. The information contained in

of this report, including parts of Exhibit 99.1, shall not be incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this report, including the relevant parts of the exhibit hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. On June 11, 2026, the Company issued a press release announcing its Chief Financial Officer transition and providing certain guidance information for the second quarter of fiscal year 2027.

A copy of the press release is furnished herewith as Exhibit 99.1 and the information under the heading “Reaffirming Second Quarter of Fiscal 2027 Financial Outlook” is deemed furnished and not filed.

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Latest results

10-Q Period ended: August 1, 2026 Filed: August 28, 2026View report

Original excerpts. Reporting periods, units and comparisons are retained in the text.

Revenue

Factors that could cause actual results to differ materially from those predicted include, but are not limited to: • risks related to our ability to design, develop and introduce new and enhanced products, in particular in the Data Center and Communications markets, in a timely and effective manner, as well as our ability to anticipate and adapt to changes in technology; • risks related to our dependence on a few customers for a significant portion of our revenue, particularly as our major customers comprise an increasing percentage of our revenue, as well as risks related to a significant portion of our sales being concentrated in the data center end market, and risks related to the gain or loss of design wins with our key customers; […]

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Leveraging leading intellectual property and deep system-level expertise, as well as highly innovative security firmware, our solutions are empowering the data economy and enabling the data center and communications and other end markets. Net revenue in the second quarter of fiscal 2027 was $2.7 billion and was 37% higher than net revenue in the second quarter of fiscal 2026. This was due to increases in sales from the data center end market by 46%, and from the communications and other end market by 10%. The increase was partially offset by a decrease in sales from our automotive ethernet product portfolio due to the divestiture of our automotive ethernet business at the beginning of the third quarter of fiscal 2026.

Cash flow & liquidity

The effects of any future legislation in this area are not yet reasonably estimable, but if such legislation is enacted in the future could have a significant effect on our provision for income taxes, our financial results, and our earnings and cash flows. We are subject to the examination of our income tax returns by the Internal Revenue Service and other tax authorities. The outcome of these audits cannot be predicted with certainty. Management regularly assesses the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. If any issues addressed in our tax audits are resolved in a manner not consistent with management’s expectations, we could be required to adjust our provision for income taxes in the period such resolution occurs.

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Liquidity and Capital Resources Our principal source of liquidity as of August 1, 2026 consisted of approximately $3.9 billion of cash and cash equivalents, of which approximately $1.7 billion was held by subsidiaries outside of the United States, a portion of which are deemed to be indefinitely reinvested. We manage our worldwide cash requirements by, among other things, reviewing available funds held by our foreign subsidiaries and the cost effectiveness by which those funds can be accessed in the United States. During the fiscal quarter ended May 2, 2026, we completed the acquisitions of Celestial and XConn in which we paid cash, net of cash acquired and holdback amounts, of $1.0 billion, and $270.2 million, respectively and also issued a total of 26.8 million shares of our common stock.

Management commentary

Management’s Discussion and Analysis of Financial Condition and Results of Operations This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are subject to the “safe harbor” created by those sections. These statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results to differ materially from those implied by the forward-looking statements. Words such as “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “seeks,” “estimates,” “forecasts,” “targets,” “may,” “can,” “will,” “would” and similar expressions identify such forward-looking statements.

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Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those indicated in the forward-looking statements.

Factors that could cause actual results to differ materially from those predicted include, but are not limited to: • risks related to our ability to design, develop and introduce new and enhanced products, in particular in the Data Center and Communications markets, in a timely and effective manner, as well as our ability to anticipate and adapt to changes in technology; • risks related to our dependence on a few customers for a significant portion of our revenue, particularly as our major customers comprise an increasing percentage of our revenue, as well as risks related to a significant portion of our sales being concentrated in the data center end market, and risks related to the gain or loss of design wins with our key customers; • risks related to our dependence on a limited number of suppliers of critical materials, including components, within our supply chain, and potential inability to obtain sufficient advance node wafers from Taiwan Semiconductor Manufacturing Company Limited (“TSMC”) as well as to obtain other critical components from other suppliers, to meet customer demand and our forecasts; • risks related to changes in general macroeconomic conditions such as economic slowdowns, inflation, stagflation, high or rising interest rates, financial institution instability, and recessions; as well as risks related to global economic conditions such as the current armed conflict in Israel and the Middle East; • risks related to the extension of lead time due to supply chain disruptions, component shortages that impact the costs and production of our products, and constrained availability from other electronic suppliers impacting our customers’ ability to ship their products, which in turn may adversely impact our sales to those customers; • risks related to tariffs and trade restrictions with China and other foreign nations including risks related to the ability of our customers, particularly in jurisdictions such as China that may be subject to trade restrictions (including the need to obtain export licenses) to develop their own solutions, vertically integrate which may reduce the need for our products, or acquire fully developed solutions from third parties; • risks related to the potential impact of AI on our business model and products; • risks related to our ability to scale our business; • risks related to our ability to successfully integrate and to realize anticipated benefits or synergies, on a timely basis or at all, in connection with our past, current, or any future acquisitions, divestitures, significant investments or strategic transactions; • risks related to our ability to execute on changes in strategy and realize the expected benefits from restructuring activities; • risks related to cancellations, rescheduling or deferrals of significant customer orders or shipments, as well as the ability of our customers to manage inventory; • risks related to the highly competitive nature of the end markets we serve, particularly within the semiconductor and infrastructure industries; • risks related to our ability to maintain a competitive cost structure for our manufacturing, assembly, testing and packaging processes and our reliance on third parties to produce our products; • risks related to our ability to attract, retain and motivate a highly skilled workforce, especially engineering, managerial, sales and marketing employees; • risks related to any current and future litigation, regulatory investigations, or contractual disputes with customers that could result in substantial costs and a diversion of management’s attention and resources that are needed to successfully maintain and grow our business; • cybersecurity risks; 28 • risks related to our debt obligations; • risks related to the specific conditions in the end markets we address, including seasonality and volatility in the technology sector and semiconductor industry; […]

Key risks

Annual risk disclosures

10-K Period ended: January 31, 2026 Filed: March 11, 2026View report

Risk Factors Investing in our common stock involves a high degree of risk. You should carefully consider the material risks and uncertainties described below and all information contained in this report before you decide to purchase our common stock. Many of these risks and uncertainties are beyond our control, including business cycles and seasonal trends of the computing, infrastructure, semiconductor and related industries and end markets. A manifestation of any of the following risks and uncertainties could, in circumstances we may or may not be able to accurately predict, render us unable to conduct our business as currently planned and materially and adversely affect our reputation, business, prospects, financial condition, cash flows, liquidity and operating results.

In addition, the trading price of our common stock could decline due to the occurrence of any of these risks, and you could lose all or part of your investment. It is not possible to predict or identify all such risks and uncertainties; our operations could also be affected by risks or uncertainties that are not presently known to us or that we currently do not consider to present significant risks to our operations. Therefore, you should not consider the following discussion to be a complete statement of all the potential risks or uncertainties that we face. SUMMARY OF FACTORS THAT MAY AFFECT OUR FUTURE RESULTS The following summarizes the principal factors that make an investment in the Company speculative or risky.

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This summary should be read in conjunction with the remainder of this “Risk Factors” section and should not be relied upon as an exhaustive summary of the material risks facing our business. The occurrence of any of these risks could harm our business, financial condition, results of operations and/or growth prospects or cause our actual results to differ materially from those contained in forward-looking statements we have made in this report and those we may make from time to time.

You should consider all of the risk factors described in our public filings when evaluating our business. • risks related to our ability to design, develop and introduce new and enhanced products, in particular in the Data Center and Communications markets, in a timely and effective manner, as well as our ability to anticipate and adapt to changes in technology; • risks related to our dependence on a few customers for a significant portion of our revenue, particularly as our major customers comprise an increasing percentage of our revenue, as well as risks related to a significant portion of our sales being concentrated in the data center end market, and risks related to the gain or loss of design wins with our key customers; • risks related to changes in general macroeconomic conditions such as economic slowdowns, inflation, stagflation, high or rising interest rates, financial institution instability, and recessions, as well as risks related to global economic conditions such as the current armed conflict in Israel and the Middle East; • risks related to the potential impact of AI on our business model and products; • risks related to tariffs and trade restrictions with China and other foreign nations including risks related to the ability of our customers, particularly in jurisdictions such as China that may be subject to trade restrictions (including the need to obtain export licenses) to develop their own solutions, vertically integrate which may reduce the need for our products, or acquire fully developed solutions from third parties; • risks related to our ability to successfully integrate and to realize anticipated benefits or synergies, on a timely basis or at all, in connection with our past, current, or any future acquisitions, divestitures, significant investments or strategic transactions; • risks related to our ability to execute on changes in strategy and realize the expected benefits from restructuring activities; • risks related to cancellations, rescheduling or deferrals of significant customer orders or shipments, as well as the ability of our customers to manage inventory; • risks related to the highly competitive nature of the end markets we serve, particularly within the semiconductor and infrastructure industries; • risks related to the extension of lead time due to supply chain disruptions, component shortages that impact the costs and production of our products and kitting process, and constrained availability from other electronic suppliers impacting our customers’ ability to ship their products, which in turn may adversely impact our sales to those customers; […]

Quarterly risk disclosures

10-Q Period ended: August 1, 2026 Filed: August 28, 2026View report

The quarterly report's own risk disclosure is shown below. No changes have been inferred by comparing reports.

Risk Factors Investing in our common stock involves a high degree of risk. You should carefully consider the material risks and uncertainties described below and all information contained in this report before you decide to purchase our common stock. Many of these risks and uncertainties are beyond our control, including business cycles and seasonal trends of the computing, infrastructure, semiconductor and related industries and end markets. A manifestation of any of the following risks and uncertainties could, in circumstances we may or may not be able to accurately predict, render us unable to conduct our business as currently planned and materially and adversely affect our reputation, business, prospects, financial condition, cash flows, liquidity and operating results.

In addition, the trading price of our common stock could decline due to the occurrence of any of these risks, and you could lose all or part of your investment. It is not possible to predict or identify all such risks and uncertainties; our operations could also be affected by risks or uncertainties that are not presently known to us or that we currently do not consider to present significant risks to our operations. Therefore, you should not consider the following discussion to be a complete statement of all the potential risks or uncertainties that we face. SUMMARY OF FACTORS THAT MAY AFFECT OUR FUTURE RESULTS The following summarizes the principal factors that make an investment in the Company speculative or risky.

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This summary should be read in conjunction with the remainder of this “Risk Factors” section and should not be relied upon as an exhaustive summary of the material risks facing our business. The occurrence of any of these risks could harm our business, financial condition, results of operations and/or growth prospects or cause our actual results to differ materially from those contained in forward-looking statements we have made in this report and those we may make from time to time.

You should consider all of the risk factors described in our public filings when evaluating our business. • risks related to our ability to design, develop and introduce new and enhanced products, in particular in the Data Center and Communications markets, in a timely and effective manner, as well as our ability to anticipate and adapt to changes in technology; • risks related to our dependence on a few customers for a significant portion of our revenue, particularly as our major customers comprise an increasing percentage of our revenue, as well as risks related to a significant portion of our sales being concentrated in the data center end market, and risks related to the gain or loss of design wins with our key customers; • risks related to our dependence on a limited number of suppliers of critical materials, including components, within our supply chain, and potential inability to obtain sufficient advance node wafers from Taiwan Semiconductor Manufacturing Company Limited (“TSMC”) as well as to obtain other critical components from other suppliers, to meet customer demand and our forecasts; • risks related to changes in general macroeconomic conditions such as economic slowdowns, inflation, stagflation, high or rising interest rates, financial institution instability, and recessions, as well as risks related to global economic conditions such as the current armed conflict in Israel and the Middle East; • risks related to the extension of lead time due to supply chain disruptions, component shortages that impact the costs and production of our products, and constrained availability from other electronic suppliers impacting our customers’ ability to ship their products, which in turn may adversely impact our sales to those customers; • risks related to tariffs and trade restrictions with China and other foreign nations including risks related to the ability of our customers, particularly in jurisdictions such as China that may be subject to trade restrictions (including the need to obtain export licenses) to develop their own solutions, vertically integrate which may reduce the need for our products, or acquire fully developed solutions from third parties; • risks related to the potential impact of AI on our business model and products; • risks related to our ability to scale our business; 39 • risks related to our ability to successfully integrate and to realize anticipated benefits or synergies, on a timely basis or at all, in connection with our past, current, or any future acquisitions, divestitures, significant investments or strategic transactions; • risks related to our ability to execute on changes in strategy and realize the expected benefits from restructuring activities; […]

Annual report details

Read annual management analysis & tone analysis
10-K Period ended: January 31, 2026 Filed: March 11, 2026View report

Annual MD&A Tone Analysis

+71.4
6 · 85.7%Positive terms
1 · 14.3%Negative terms
743Analyzed annual MD&A words

Only the extracted annual management discussion is evaluated using dictionary version 1.1. Score = (positive − negative) ÷ matched terms × 100. Quarterly reports and current filings are excluded. This lexical measure does not assess financial health and may not fully capture context or negation.

Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and related notes included in this Annual Report on Form 10-K. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties, including those discussed under Part I, Item 1A, “Risk Factors.” These risks and uncertainties may cause actual results to differ materially from those discussed in the forward-looking statements. Overview We are a leading supplier of data infrastructure semiconductor solutions, spanning the data center core to network edge. We are a fabless supplier of high-performance semiconductor products with core strengths in developing and scaling complex System-on-a-Chip architectures, integrating analog, mixed-signal and digital signal processing functionality.

Leveraging leading intellectual property and deep system-level expertise, as well as highly innovative security firmware, our solutions are empowering the data economy and enabling the data center and communications and other end markets. Our fiscal year is the 52- or 53-week period ending on the Saturday closest to January 31. Accordingly, every fifth or sixth fiscal year will have a 53-week period. The additional week in a 53-week period is added to the fourth quarter, making such quarter consist of 14 weeks. Fiscal 2026 and fiscal 2025 each had a 52-week period. Fiscal 2024 had a 53-week period.

Net revenue in fiscal 2026 was $8.2 billion, 42% higher than net revenue of $5.8 billion in fiscal 2025. This was due to increases in sales from the data center end market by 46% and from the communications and other end market by 31%. The increase was partially offset by a decrease in sales from our automotive ethernet product portfolio due to the divestiture of our automotive ethernet business at the beginning of the third quarter of fiscal 2026. Strong revenue growth from our data center market was driven by AI-related demand for our custom products and electro-optics portfolio. Additionally, following a period of inventory correction, we have continued to see revenue recovery in our communication and other end market growing significantly compared to fiscal 2025.

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. 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 Fabric TM 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. 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 (“UALink TM ”) 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. We continue to monitor the environment for potential long-term impact on supply and demand from tariffs.

We expect that the U.S. government’s export restrictions on certain Chinese customers to continue to impact our revenue. Moreover, concerns that U.S. companies may not be reliable suppliers as a result of these and other actions has caused, and may in the future cause, some of our customers in China to amass large inventories of our products well in advance of need or cause some of our customers to replace our products in favor of products from other suppliers. Customers in China may also choose to develop indigenous solutions, as replacements for products that are subject to U.S. export controls. In addition, there may be indirect impacts to our business that we cannot easily quantify such as the fact that some of our other customers’ products which use our solutions may also be impacted by export restrictions.

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Page updated: October 6, 2026 (UTC)

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